Common use of FORM OF ELECTION TO PURCHASE Clause in Contracts

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo ITIS Inc.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by shares of common stock, $.001 par value per share, of Internet Law Library, Inc. (the "Common Stock") and, if such Holder is not utilizing the cashless exercise provisions set forth in this Rights Certificate to purchase Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the Units issuable upon aggregate Exercise Price (as defined in the exercise Warrant) for the number of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in to which this Form of Election to Purchase relates, together with any applicable taxes payable by the name of and delivered to: Please insert social security or other taxpayer identification number:undersigned pursuant to the Warrant. The Exercise Price applicable to the purchase hereunder equals $________________________ _______________________________________________________________________________ . The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ----------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such the number of rights shares of Common Stock issuable upon this exercise shall not be all of the Rights shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- ---------------------------------- Signature Signature GuaranteedName of Holder: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)---------- ---

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo CirTran Corproation: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to exercise purchase [_______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for ] shares of Common Stock ("Common Stock"), $.001 par value per share, of CirTran Corporation, and encloses herewith $________ in cash or other securitiescertified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) constituting such Units for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated:: , Name of Holder: _________________, 19___ _____ (Print)_____________________________ (By:)_______________________________ (Name:)_____________________________ (Title:)____________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed the right represented by a commercial bank or trust company or a member firm the within Warrant to purchase ____________ shares of Common Stock of CirTran Corporation, to which the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking within Warrant relates and appoints ________________ attorney to transfer said right on the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf books of a Person who is or was an Acquiring Person or an Affiliate or Associate CirTran Corporation, with full power of any such Person (as such terms are defined substitution in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchangepremises.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Coyote Network Systems, Inc.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock ("Common Stock"), $1.00 par value per share, of Coyote Network Systems, Inc. and , if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or other securitiesofficial bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) constituting such Units for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________ ___________________________________________________________________________ (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ___________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ _______________________________,____ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm Name of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Xxxxxx:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing E Warrant) To: SERV-TECHCyber Public Relations, INC. The Inc. In accordance with the E Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise _purchase ______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise shares of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and delivered to: Please insert social security or other taxpayer identification number:encloses this E Warrant and $_________ for each share of the Common Stock being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the E Warrant) together with any applicable taxes payable by the undersigned pursuant to the E Warrant. The undersigned requests that certificates for the shares of the Common Stock issuable upon this exercise be issued in the name of: ____________________________________________ ____________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of the Common Stock issuable upon this exercise shall not be all of the Rights shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed E Warrant, the undersigned requests that a New E Warrant (as defined in the E Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ ____________________________________________ ____________________________________________ (Please print name and address) Dated:_________________, 19___ ________: ___________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm Name of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Holder:

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise Rights represented by the Rights Right Certificate.) ToTO ----------------------: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ ------------- Rights represented by this Rights Right Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securitiessuch share(s) constituting such Units be issued in the name of and delivered tofollowing name: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ : -------------------------------------------------- ------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ ------------------------------------------------------------------------------- If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ : -------------------------------------------------- ------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ ------------------------------------------------------------------------------- Dated:_________________: ------------- ----, 19___ ___________________________________ ----- --------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm EXHIBIT C FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PREFERRED STOCK OF XXXX ELECTRONICS CORP. Pursuant to Section 151 of the New York Delaware General Corporation Law I, [Name], [Office] of Xxxx Electronics Corp., a corporation organized and existing under the Delaware General Corporation Law (the "Company"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by Article IV of the Certificate of Incorporation of the Company, the Board of Directors on December 22, 1997 adopted the following resolution which creates a series of 670,000 shares of Preferred Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking designated as Series A Junior Preferred Stock, as follows: RESOLVED, that pursuant to Section 151 of the appropriate boxes that: (1) Delaware General Corporation Law and the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined authority vested in the Rights Agreement); and (2) after due inquiry and to the best knowledge Board of Directors of the undersignedCompany in accordance with the provisions of ARTICLE IV of the Certificate of Incorporation of the Company, it / / did / / did not acquire a series of Preferred Stock of the Rights evidenced by this Rights Certificate from any Person who Company be, and hereby is, was created, and the powers, designations, preferences and relative, participating, optional or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm other special rights of the New York Stock Exchange.)shares of such series, and the qualifications, limitations or restrictions thereof, be, and hereby are, as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing C Warrant) To: SERV-TECHCyber Public Relations, INC. The Inc. In accordance with the C Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this C Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the C Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units C Warrant. The undersigned requests that certificates for the shares of the Common Stock issuable upon the this exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:_______________________________________________ _______________________________________________ _______________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of the Common Stock issuable upon this exercise shall not be all of the Rights shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed C Warrant, the undersigned requests that a New C Warrant (as defined in the C Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ __________________________________________ __________________________________________ (Please print name and address) Dated:: _________________, 19________ Name of Holder: (Print)________________________________ By_____________________________________ Name___________________________________ Title__________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of Holder as specified on the face of the New York C Warrant THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY. --------------------------------------- CYBER PUBLIC RELATIONS, INC. D WARRANT FOR THE PURCHASE OF COMMON STOCK 1,000,000 Shares Rancho Cucamonga, California THIS IS TO CERTIFY that pursuant to that certain Stock Exchange.Purchase Agreement of even date herewith executed by the parties hereto (the "Stock Purchase Agreement"), for value received, BARRON PARTNERS LP (the "Holder") 52 Certificate The undersigned hereby certifies by checking is entitled at any time from txx xxte hereof, but prior to 5:00 p.m., Rancho Cucamonga, California time on January ___, 2009, or 18 months after the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf effectiveness of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person Registration Statement (as such terms are defined in the Rights Agreement); and (2hereinafter defined) after due inquiry and subsequent to the best knowledge issuance hereof, whichever is longer, subject to and upon the terms and conditions contained herein, to purchase up to 1,000,000 fully paid and non-assessable shares of the undersignedcommon stock, it / / did / / did not acquire par value $0.001 per share (the Rights evidenced by this Rights Certificate from any Person who is"Common Stock") of CYBER PUBLIC RELATIONS, was or became an Acquiring Person or an Affiliate or Associate INC., a Florida corporation (the "Company"), at a purchase price of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm $4.00 per share of the New York Common Stock Exchange(the "Exercise Price") such number of the shares and the Exercise Price being subject to adjustment as provided herein.)

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECHTO RESORTQUEST INTERNATIONAL, INC. .: The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Right Certificate to purchase the Units shares of Class A Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securitiessuch share(s) constituting such Units be issued in the name of and delivered tofollowing name: Please insert social security or other taxpayer identification identifying number:____________________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:____________________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: _______________________________________________________________________________ Dated:_________________, 19___ _____. ______________________________ Signature (Signature Guaranteed: must conform in all respects to name of holder as specified on the fact of this Right Certificate) EXHIBIT C TO RIGHTS AGREEMENT FORM OF CERTIFICATE OF DESIGNATIONS OF CLASS A JUNIOR PREFERRED STOCK RESORTQUEST INTERNATIONAL, INC. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW I, Xxxxx X. Xxxxxx, President of ResortQuest International, Inc., a corporation organized and existing under the Delaware General Corporation Law (Signatures must be guaranteed by the "Company"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that at a commercial bank or trust company or a member firm meeting of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking Board of Directors on February 25, 1999, at which meeting a quorum was present, that the appropriate boxes thatfollowing resolutions were adopted: (1) RESOLVED, that pursuant to the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined authority vested in the Rights Agreement); and (2) after due inquiry and to the best knowledge Board of Directors of the undersignedCompany in accordance with the provisions of Article FOURTH of the Company's Amended and Restated Certificate of Incorporation, it / / did / / did not acquire as amended, a series of Preferred Stock of the Rights evidenced by this Rights Certificate from any Person who Company be, and hereby is, was created, and the powers, designations, preferences and relative, participating, optional or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm other special rights of the New York Stock Exchange.)shares of such series, and the qualifications, limitations or restrictions thereof, be, and hereby are, as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHTo ADVANCED FIBRE COMMUNICATIONS, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units units of Series A Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common such Series A Preferred Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ ____________________________identifying number ___________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ____________________________identifying number ___________________________________________________ (Please print name and address) ________________________________________________________Dated:_______________________ __________________________________________________________________________, _____ Dated:_________________, 19___ ___________________________________ ------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or participant in a member firm of the New York Stock Exchange.) 52 Certificate Securities Transfer Association Inc. recognized signature guarantee medallion program. The undersigned hereby certifies by checking the appropriate boxes that: (1) that the Rights evidenced by this Rights Certificate / / are / / are not being exercised beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and . ------------------------------- Signature ----------------------------------------------------- NOTICE The signature in the foregoing Form of Election to Purchase must conform to the best knowledge name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the undersignedevent the certification set forth above in the Form of Election to Purchase, it / / did / / did as the case may be, is not acquire completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate from any Person who is, was or became to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Election to Purchase will not be honored. 56 Exhibit C ADVANCED FIBRE COMMUNICATIONS, INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED STOCK On May 13, 1998, the Board of Directors of Advanced Fibre Communications, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), par value $0.01 per share, of the Company. The dividend is payable on May 25, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of the Company at a price of $225.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of May 13, 1998 (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following the first date of public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Continuing Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such Personnotation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Dated: As soon as practicable following the Distribution Date, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: separate C-1. 57 certificates evidencing the Rights (Signatures must "Rights Certificates") will be guaranteed mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on May 25, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Stock at a price, or securities convertible into Units of Preferred Stock with a conversion price, less than the then current market price of the Units of Preferred Stock or (iii) upon the distribution to holders of the Units of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Units of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Stock will be entitled to a dividend equal to any dividend declared per share of Common Stock. In the event of liquidation, each Unit of Preferred Stock will be entitled to a payment equal to any payment made per share of Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive an amount equal to the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions. Because of the nature of the dividend, liquidation and voting rights, the value of each Unit of Preferred Stock purchasable upon exercise of the Rights should approximate the value of one share of Common Stock. In the event that, after the Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate C-2. 58 thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock or Units of Preferred Stock (or cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after the acquisition by a commercial bank person or trust company group of affiliated or a member firm associated persons of beneficial ownership of 15% or more of the New York outstanding shares of Common Stock Exchangeand prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the Continuing Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void) for Units of Preferred Stock at an exchange ratio of (subject to adjustment) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Stock on the last trading day prior to the date of exercise. At any time prior to the Distribution Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the rights may be made effective at such time on such basis and with such conditions as the Board of Directors, upon the approval of the Continuing Directors, in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing D Warrant) To: SERV-TECHCyber Public Relations, INC. The Inc. In accordance with the D Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this D Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the D Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units D Warrant. The undersigned requests that certificates for the shares of the Common Stock issuable upon the this exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:_______________________________________________ _______________________________________________ _______________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of the Common Stock issuable upon this exercise shall not be all of the Rights shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed D Warrant, the undersigned requests that a New D Warrant (as defined in the D Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _________________________________________ _________________________________________ (Please print name and address) Dated:_________________, 19___ _________: __________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm Name of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Holder:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing A Warrant) To: SERV-TECHCyber Public Relations, INC. The Inc. In accordance with the A Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this A Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the A Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units A Warrant. The undersigned requests that certificates for the shares of the Common Stock issuable upon the this exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:_____________________________________________________ _____________________________________________________ _____________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of the Common Stock issuable upon this exercise shall not be all of the Rights shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed A Warrant, the undersigned requests that a New A Warrant (as defined in the A Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ _____________________________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.Please print name and address) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm ________________________ Name of the New York Stock Exchange.)Holder:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing B Warrant) To: SERV-TECHCyber Public Relations, INC. The Inc. In accordance with the B Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this B Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the B Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units B Warrant. The undersigned requests that certificates for the shares of the Common Stock issuable upon the this exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of the Common Stock issuable upon this exercise shall not be all of the Rights shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed B Warrant, the undersigned requests that a New B Warrant (as defined in the B Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _________________________________________ _________________________________________ (Please print name and address) Dated:: _________________, 19_________ Name of Holder: (Print)________________________________ By_____________________________________ Name___________________________________ Title__________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of Holder as specified on the face of the New York B Warrant THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY. --------------------------------------- CYBER PUBLIC RELATIONS, INC. C WARRANT FOR THE PURCHASE OF COMMON STOCK 2,000,000 Shares Rancho Cucamonga, California THIS IS TO CERTIFY that pursuant to that certain Stock Exchange.Purchase Agreement of even date herewith executed by the parties hereto (the "Stock Purchase Agreement"), for value received, BARRON PARTNERS LP (the "Holder") 52 Certificate The undersigned hereby certifies by checking is entitled at any time from txx xxte hereof, but prior to 5:00 p.m., Rancho Cucamonga, California time on January ___, 2009, or 18 months after the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf effectiveness of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person Registration Statement (as such terms are defined in the Rights Agreement); and (2hereinafter defined) after due inquiry and subsequent to the best knowledge issuance hereof, whichever is longer, subject to and upon the terms and conditions contained herein, to purchase up to 2,000,000 fully paid and non-assessable shares of the undersignedcommon stock, it / / did / / did not acquire par value $0.001 per share (the Rights evidenced by this Rights Certificate from any Person who is"Common Stock") of CYBER PUBLIC RELATIONS, was or became an Acquiring Person or an Affiliate or Associate INC., a Florida corporation (the "Company"), at a purchase price of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm $2.00 per share of the New York Common Stock Exchange(the "Exercise Price") such number of the shares and the Exercise Price being subject to adjustment as provided herein.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Warrant Certificate.) ToTo First Chicago Trust Company of New York, as Warrant Agent: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise ___________________ Rights BJ Warrants represented by this Rights Warrant Certificate to purchase the Units shares of BJ Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) BJ Warrants and requests that the certificates Certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ identifying number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights BJ Warrants shall not be all the Rights BJ Warrants evidenced by this Rights Warrant Certificate, a new Rights Warrant Certificate for the balance remaining of such Rights BJ Warrants shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ identifying number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Dated: ____________________ ________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) 28 Annex A ASSIGNMENT FORM (To be executed by the registered holder if such holder desires to transfer the Warrant Certificates) FOR VALUE RECEIVED, ________________________________________________ hereby sells, assigns and transfers unto Name:__________________________________________________________________________ Dated(please typewrite or print in block letters) Address:_______________________________________________________________________ this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer within the Warrant Certificate the same on the books of the Company, with full power of substitution in the premises. Date ________, 19__ Signature __ ___________________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.):

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHLOWX'X XXMPANIES, INC. .: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Series A Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:: ______________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:: ________________________________ _______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ (Please print name and address) Date: _______________, ____ ________________________________ Signature Signature Guaranteed: 55 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it Dated: _______________________, ____ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures NOTICE The signature to the foregoing Election to Purchase and Certificate must be guaranteed by a commercial bank or trust company or a member firm correspond to the name as written upon the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by in every particular, without alteration or enlargement or any change whatsoever. SUMMARY OF RIGHTS TO PURCHASE SERIES A PREFERRED STOCK The Board of Directors of Lowx'x Xxmpanies, Inc., a corporation organized under the laws of North Carolina (the "Company"), has approved a Rights Agreement, dated as of September 8, 1998 and to be effective on behalf September 9, 1998 (the "Rights Agreement") between the Company and Wachovia Bank, N.A., as Rights Agent, having the principal terms summarized below. In accordance with the Rights Agreement, the Board also declared a dividend distribution of one Right for each outstanding share of common stock (the "Common Stock"), of the Company to shareholders of record at the close of business on September 9, 1998 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a Person who share of the Company's Participating Cumulative Preferred Stock, Series A, ("Series A Preferred Stock"). Each one one- thousandth of a share (a "Unit") of Series A Preferred Stock is or was an Acquiring Person or an Affiliate or Associate structured to be the equivalent of any such Person one share of Common Stock of the Company (as such "Common Stock"). Shareholders will receive one Right per share of Common Stock held of record at the close of business on the Record Date. The exercise price of the Right will be $152.50 subject to adjustment (the "Purchase Price"). Rights will also attach to shares of Common Stock issued after the Record Date but prior to the Distribution Date unless the Board of Directors determines otherwise at the time of issuance. The description and terms of the Rights are defined set forth in the Rights Agreement. The Rights will be appurtenant to the shares of Common Stock and will be evidenced by Common Stock certificates, and no separate certificates evidencing the Rights (the "Rights Certificates") will be distributed initially. The Rights will separate from the Common Stock and a distribution of the Rights Certificates will occur (the "Distribution Date") upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"); , or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially becoming an Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) any Common Stock certificates issued will contain a notation incorporating the Rights Agreement by reference and (2iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. 57 The Rights are not exercisable until the Distribution Date and will expire at the close of business on September 9, 2008, unless earlier redeemed or exchanged by the Company as described below. As soon as practicable after due inquiry the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date, and thereafter such separate Rights Certificates alone will represent the Rights. The Agreement provides that if any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right (except as set forth below) will thereafter have the right to receive, upon exercise and payment of the Purchase Price, Series A Preferred Stock or, at the option of the Company, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to twice the amount of the Purchase Price. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger, statutory share exchange, or other business combination in which the Company is not the surviving corporation, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except as set forth below) shall thereafter have the right to receive, upon exercise and payment of the Purchase Price, common stock of the acquiring company having a value equal to twice the Purchase Price. The events set forth in this paragraph and in the immediately preceding paragraph are referred to as the "Triggering Events." Upon the occurrence of a Triggering Event that entitles Rights holders to purchase securities or assets of the Company, Rights that are or were owned by the Acquiring Person, or any affiliate or associate of such Acquiring Person, on or after such Acquiring Person's Stock Acquisition Date shall be null and void and shall not thereafter be exercised by any person (including subsequent transferees). Upon the occurrence of a Triggering Event that entitles Rights holders to purchase common stock of a third party, or upon the authorization of an Exchange, Rights that are or were owned by any Acquiring Person or any affiliate or associate of any Acquiring Person on or after such Acquiring Person's Stock Acquisition Date shall be null and void and shall not thereafter be exercised by any person (including subsequent transferees). The Purchase Price payable, and the number of shares of Series A Preferred Stock, Common Stock or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. At any time after any person becomes an Acquiring Person, the Company may exchange all or part of the Rights (except as set forth below) for shares of Common Stock (an "Exchange") at an exchange ratio of one share per Right, as appropriately adjusted to reflect any stock split or similar transaction. 58 At any time until ten days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Under certain circumstances set forth in the Rights Agreement, the decision to make an Exchange or to redeem the Rights shall require the concurrence of a majority of the Continuing Directors (as defined below). Additionally, the Company may thereafter but prior to the best knowledge occurrence of a Triggering Event redeem the Rights in whole, but not in part, at the Redemption Price provided that such redemption is incidental to a merger or other business combination transaction involving the Company that is approved by a majority of the undersignedContinuing Directors, it / / did / / did does not acquire involve an Acquiring Person, and in which all holders of Common Stock are treated alike. After the Rights evidenced by this Rights Certificate from any Person who isredemption period has expired, was or became the Company's right of redemption may be reinstated if an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm reduces his beneficial ownership to less than 15% of the New York outstanding shares of Common Stock Exchangein a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, with, where required, the concurrence of the Continuing Directors, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.)

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise Rights represented by the Rights Right Certificate.) ToTO -------------------------: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ ---------------- Rights represented by this Rights Right Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securitiessuch share(s) constituting such Units be issued in the name of and delivered tofollowing name: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ : --------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ -------------------------------------------------------------------------------- If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ : --------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- Dated:_____: -------------- -----, --------- ---------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) FORM OF CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PREFERRED STOCK OF DELPHI AUTOMOTIVE SYSTEMS CORPORATION Pursuant to Section 151 of the Delaware General Corporation Law I, ____________, 19___ ___________________________________ Signature Signature Guaranteed: of Delphi Automotive Systems Corporation, a corporation organized and existing under the Delaware General Corporation Law (Signatures must be guaranteed by a commercial bank or trust company or a member firm the "CORPORATION"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the IPO Committee of the New York Board of Directors by Board of Directors and upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, the IPO Committee of the Board of Directors on February __, 1999, adopted the following resolution which creates a series of shares of Preferred Stock Exchange.designated as Series A Junior Preferred Stock, as follows: RESOLVED, that pursuant to Section 151(g) 52 Certificate The undersigned hereby certifies by checking of the appropriate boxes that: (1) Delaware General Corporation Law and the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined authority vested in the Rights Agreement); Board of Directors of the Corporation in accordance with the provisions of ARTICLE FOURTH of the Amended and (2) after due inquiry Restated Certificate of Incorporation of the Corporation and delegated to the best knowledge IPO Committee by the Board of Directors, a series of Preferred Stock of the undersignedCorporation be, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who and hereby is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: created, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of and the New York Stock Exchange.)powers, designations, preferences and relative,

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHAlbexxxxx'x, INCXxc. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:: _________- ______ - _______ ________________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: _________- ______ - _______ ________________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ________________________________________________________________________________ (Please print name and address) Dated: _____________________ ________________________________________________________ Signature Signature Guaranteed: 75 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated:________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures NOTICE The signature to the foregoing Election to Purchase and Certificate must be guaranteed by a commercial bank or trust company or a member firm correspond to the name as written upon the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by in every particular, without alteration or on behalf of a Person who is enlargement or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchangechange whatsoever.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo CirTran Corporation: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to purchase [___________] shares of Common Stock ("Common Stock"), $.001 par value per share, of CirTran Corporation, and encloses herewith $________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated:: __________________ , 19____ Name of Holder: (Print)________________________________ (By:)__________________________________ (Name:) (Title:) (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock ExchangeWarrant.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHTo NeoTherapeutics, INC. The Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock ("Common Stock"), $.001 par value per share, of NeoTherapeutics, Inc. and, if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or other securitiesofficial bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) constituting such Units for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- Name of Holder: ---------------------- ---- (Print) ---------------------------------- (By:) ------------------------------------ (Name:) (Title:) (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock Exchange.Warrant)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) ToTO: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ Rights represented by this Right Certificate to purchase the shares of the Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of:_______________________________________________________________________________ . Please insert social security or other identifying number: ------------------------ ------------------------------------------------------------------------- (Please print name and address) ________________________________________________________________If the number of Rights being exercised hereunder would entitle the undersigned to receive any fraction of a share of Common Stock greater than one-half of a share, the undersigned is concurrently herewith purchasing an additional fraction of a share of Common Stock which, when added to the number of shares of Common Stock issuable upon the exercise of such Rights, equals an integral number of shares of Common Stock. If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ----------------------------------------------------------------------- (Please insert social security or other identifying number) ----------------------------------------------------------------------- (Please print name and address) ----------------------------------------------------------------------- Dated: _______________ If such number of rights shall not be ----------------------------------- Signature (Signature must conform in all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the respects to name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights AgreementRight Certificate); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ The undersigned hereby irrevocably elects to exercise _______________________________________________________________________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person or such other property which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or such other securities of the Company or of any other person or such other property as may be issuable upon the exercise of the Rights) be issued in the name of and delivered to: (Please print name and address) _______________________Please insert social security or other identifying number: ________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Please print name and address) Please insert social security or other taxpayer identification identifying number:________________________ _______________________: ________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:____Dated _____________, 19___ ___________________________________ . Signature Signature Medallion Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / [ ] are / / [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate a Related Person of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / the undersigned [ ] did / / [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate a Related Person of any such Person. Dated: Dated _____________, 19 ---------------- --- ---------------------------------- ______. Signature Signature Medallion Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.):

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Warrant Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHMICROHELIX, INC. The In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise _____purchase __________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock ("Common Stock"), no par value, of microHelix, Inc. and encloses the warrant. Method of Exercise (Please check one box): o The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith the Exercise Price (as defined in the Warrant, originally $0.30 per Warrant Share) for each Warrant Share being purchased or other securitiesan aggregate of $__________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price together with any applicable taxes payable by the undersigned pursuant to the Warrant. o The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 5(d) constituting such Units of the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:__________________________ ______________________________________________________ __________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shall shares of Common Stock issuable upon this exercise will not be all of the Rights shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ __________________________ __________________________ (Please print name and address) Dated:___________________ Name of Warrant Holder: (Print)__________________________ (By)_______________________________ Dated:(Name)_________________, 19___ ____________ (Title)______________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of Warrant Holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Warrant

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHTo Brightstar Information Technology Group, INC. The Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by shares of common stock ("Common Stock"), $.001 par value per share, of Brightstar Information Technology Group, Inc. and, if such Holder is not utilizing the cashless exercise provisions set forth in this Rights Certificate to purchase Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the Units issuable upon aggregate Exercise Price (as defined in the exercise Warrant) for the number of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------- -------------------------------------------------------------------------------- (or other securitiesPlease print name and address) constituting such Units If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- ---------------------------------- Signature Signature GuaranteedName of Holder: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)----------------- -----

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented Be Executed by the Rights Holder if the Holder Desires to Exercise Warrants Evidenced by the Foregoing Warrant Certificate.) ToTo Tamboril Cigar Company: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise ____________ Warrants evidenced by the foregoing Warrant Certificate for, and to purchase thereunder, ______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for full shares of Common Stock (or other securities) constituting issuable upon exercise of said Warrants and delivery of $_________ in cash and any applicable taxes payable by the undersigned pursuant to such Units Warrant Certificate. The undersigned requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _____________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________________________________________________________________ If said number of Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercise be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated:_________: ________, 19_____ Name of Holder: (Print)_____________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm By:)_______________________________________ (Title:) FORM OF ASSIGNMENT FOR VALUE RECEIVED, ____________________________________________ hereby sells, assigns, and transfers to each assignee set forth below all of the New York Stock Exchange.) 52 Certificate The rights of the undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge number of Warrants (as defined in and evidenced by the foregoing Warrant Certificate) set opposite the name of such assignee below and in and to the foregoing Warrant Certificate with respect to said Warrants and the shares of Common Stock issuable upon exercise of said Warrants: Name of Assignee Address Number of Warrants ---------------- ------- ------------------ If the total of said Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so assigned be issued in the name of and delivered to the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: _______, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed19_____ Name of Holder: (Signatures must be guaranteed Print)_____________________________________ (By:)_______________________________________ (Title:) EXHIBIT C --------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), is made and entered into as of September __, 1997, by and among Tamboril Cigar Company, a commercial bank or trust company or a member firm corporation organized and existing under the laws of the New York State of Delaware (the "Company"), the purchasers listed on the signature pages hereof (collectively, the "Purchasers"), Xxxxx Xxxxxxx, LLC ("Xxxxx Xxxxxxx") and Refco Securities, Inc. (the "Placement Agent"). This Agreement is made in connection with the Convertible Debenture and Convertible Preferred Stock Exchange.Purchase Agreement, dated September __, 1997, by and among the Purchasers and the Company (the "Purchase Agreement"). The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement. The Company, the Placement Agent, Xxxxx Xxxxxxx and the Purchasers hereby agree as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. To Onyx Acceptance Corporation The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Rights Certificate to purchase the Units units of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common such Preferred Stock (be issued in the name of: Please insert social security or other securities) constituting identifying number If such Units number of Rights shall not be issued all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:identifying number --------------------------------------------------- (Please print name and address) Dated: ____________________, ____ _------------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. B-4 44 Form of Reverse Side of Rights Certificate -- continued ______________________________________________________________________________ CERTIFICATION The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (Please print name and address) _as defined in the Rights Agreement). ------------------------------------ Signature ______________________________________________________________________________ If such number NOTICE The signature in the foregoing Forms of rights shall Assignment and Election to Purchase must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not be all completed, the Company and the Rights evidenced by this Rights Certificate, a new Rights Certificate for Agent will deem the balance beneficial owner of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was to be an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. ONYX ACCEPTANCE CORPORATION SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK On July 8, 1997, the Board of Directors of Onyx Acceptance Corporation, a Delaware corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"); and , par value $0.01 per share, of the Company. The dividend is payable on July 21, 1997 (2the "Record Date") after due inquiry and to the best knowledge stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the undersignedCompany at a price of $50.00 per Unit (the "Purchase Price"), it / / did / / did not acquire subject to adjustment. The description and terms of the Rights evidenced are set forth in a Rights Agreement dated as of July 8, 1997 (the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by this Rights Certificate from action of the Continuing Directors prior to such time as any Person who is, was or became becomes an Acquiring Person Person) following the commencement of, or announcement of an Affiliate intention to make, a tender offer or Associate exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company notation or a member firm copy of this Summary of Rights being attached thereto, will also constitute the transfer of the New York Rights associated with the Common Stock Exchange.)represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Organogenesis Inc.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to purchase _____________ shares of Common Stock, .01 par value ("COMMON STOCK"), of Organogenesis Inc. ------------ and encloses herewith $________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:____________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated:__: _______________, 19_____ ____________________________________________ (Signature) (Print)_____________________________________ (By:)_______________________________________ (Name:)_____________________________________ (Title:)__________________________ (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights AgreementWarrant); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHTo Brightstar Information Technology Group, INC. The Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by shares of common stock ("Common Stock"), $.001 par value per share, of Brightstar Information Technology Group, Inc. and, if such Holder is not utilizing the cashless exercise provisions set forth in this Rights Certificate to purchase Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the Units issuable upon aggregate Exercise Price (as defined in the exercise Warrant) for the number of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ----------------------------------------- -------------------------------------------------------------------------------- (or other securitiesPlease print name and address) constituting such Units If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- ---------------------------------- Signature Signature GuaranteedName of Holder: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)------------------ -----

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECH, SCPIE HOLDINGS INC. The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Rights Right Certificate to purchase the Units Preferred Shares issuable upon the exercise of the such Rights (or such other securities or property of the Company or of any other person Person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ ___________________identifying number ____________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ___________________identifying number ____________________________________________________________ (Please print name and address) ______________________________________________________________ Dated: __________________ ______________________________________ Signature Signature Guaranteed: _____________________________ Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Right Certificate [ ] are [ ] are not beneficially owned by an Acquiring Person or an Affiliate or an Associate thereof; and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________ ______________________________________ Signature ________________________________________________ Dated:_________________NOTICE The signature in the foregoing Form of Assignment and Form of Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank without alteration or trust company enlargement or a member firm any change whatsoever. In the event the certification set forth above in the Form of Assignment or Form of Election to Purchase is not completed, the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking Company will deem the appropriate boxes that: (1) beneficial owner of the Rights evidenced by this Rights Right Certificate / / are / / are not being exercised by or on behalf of a Person who is or was to be an Acquiring Person or an Affiliate or Associate hereof and, in the case of an Assignment, will affix a legend to that effect on any such Person Right Certificates issued in exchange for this Right Certificate. 48 EXHIBIT C As described in the Rights Agreement, Rights which are held by or have been held by Acquiring Persons or Associates or Affiliates thereof (as such terms are defined in the Rights Agreement) shall become null and void. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES The Board of Directors of SCPIE HOLDINGS INC. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each share of common stock, $.0001 par value (the "Common Shares"); , of the Company outstanding at the close of business on June 3, 1997 (the "Record Date"). As long as the Rights are attached to the Common Shares, the Company will issue one Right (subject to adjustment) with each new Common Share so that all such shares will have attached Rights. When exercisable, each Right will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (the "Preferred Shares") at a price of $80.00 per one one-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of May 13, 1997, as the same may be amended from time to time (the "Rights Agreement"), between the Company and CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the Common Shares or (ii) ten (10) days following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the Common Shares (the earlier of (i) and (2ii) after due inquiry and being called the "Distribution Date," whether or not either such date occurs prior to the best knowledge Record Date), the Rights will be evidenced, with respect to any of the undersignedCommon Share certificates outstanding as of the Record Date, it / / did / / did not acquire by such Common Share certificate together with a copy of this Summary of Rights. The Rights Agreement provides that the Board of Directors, with the concurrence of a majority of the Continuing Directors (as defined below), may postpone the Distribution Date and that, until the Distribution Date, the Rights evidenced will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), new Common Share certificates issued after the close of business on the Record Date upon transfer or new issuance of the Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, with or without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights Certificate associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 12, 2007, subject to the Company's right to extend such date (the "Final Expiration Date"), unless earlier redeemed or exchanged by the Company or terminated. 49 Each Preferred Share purchasable upon exercise of the Rights will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend of 100 times the dividend, if any, declared per Common Share. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes and will vote together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. Preferred Shares will not be redeemable. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Share's dividend, liquidation and voting rights, the value of one one-hundredth of a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from any time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares or convertible securities at less than the current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness, cash, securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or dividends payable in Preferred Shares (which dividends will be subject to the adjustment described in clause (i) above)) or of subscription rights or warrants (other than those referred to above). In the event that a Person who is, was or became becomes an Acquiring Person or if the Company were the surviving corporation in a merger with an Affiliate Acquiring Person or Associate any affiliate or associate of an Acquiring Person and the Common Shares were not changed or exchanged, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the 20% stockholder (which Rights will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the then current Purchase Price of the Right. In the event that, after a Person has become an Acquiring Person, the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current Purchase Price of the Right. At any time after a Person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors may cause the Company to acquire the Rights (other than Rights owned by an Acquiring Person which have become void), in whole or in part, in exchange for that number of Common Shares having an aggregate value equal to the Spread (the excess of the value of the Common Shares issuable upon exercise of a Right after a Person becomes an Acquiring Person over the Purchase Price) per Right (subject to adjustment). No adjustment in the Purchase Price will be required until such adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares or Common Shares will be issued (other than fractions of Preferred Shares which are integral multiples of one one-hundredth of a 50 Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof, a payment in cash will be made based on the market price of the Preferred Shares or Common Shares on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") by the Board of Directors at any time prior to the close of business on the tenth day following the first date of public announcement that a Person has become an Acquiring Person. Dated: The Board of Directors, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by with the concurrence of a commercial bank or trust company or a member firm majority of the New York Stock ExchangeContinuing Directors (as defined below), may extend the period during which the Rights are redeemable beyond the ten (10) days following the public announcement that a Person has become an Acquiring Person. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make an announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise the Warrant, represented by this Warrant Certificate, to receive ______ shares of [Parent Convertible Preferred Stock] [Common Stock] and herewith tenders payment for such shares to the order of Advanced Technology Industries, Inc. in the amount of $_________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of _________, whose address is _______________ Rights represented by this Rights Certificate ____, and that such shares be delivered to purchase the Units issuable upon the exercise _________________, whose address is ________________. If said number of shares is less than all of the Rights (or such other securities shares of [Parent Convertible Preferred Stock] [Common Stock] purchasable hereunder, the Company or of any other person which may be issuable upon the exercise of the Rights) and undersigned requests that a new Warrant Certificate representing the certificates for remaining balance of such shares of Common Stock (or other securities) constituting such Units be issued registered in the name of _______________, whose address is, ______________ and that such Warrant Certificate be delivered to: Please insert social security or other taxpayer identification number:, _____________ whose address is ________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to. Signature: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Date: Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm EXHIBIT A CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF ADVANCED TECHNOLOGY INDUSTRIES, INC . Pursuant to Section 151 of the New York Stock Exchange.) 52 General Corporation Law of the State of Delaware. The undersigned, Hxxx Xxxxxxxxx, President of Advanced Technology Industries, Inc., a Delaware corporation (hereinafter called the "Corporation"), pursuant to the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, does hereby make this Certificate The undersigned of Designations and does hereby certifies state and certify that pursuant to the authority expressly vested in the Board of Directors of the Corporation by checking the appropriate boxes Certificate of Incorporation, as amended (the "Certificate of Incorporation"), the Board of Directors duly adopted the following resolution: RESOLVED, that: , pursuant to Article 4 of the Certificate of Incorporation (1) which authorizes the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf issuance of shares of preferred stock, $0.001 par value ("Preferred Stock")), the Board of Directors hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of a Person who is or was an Acquiring Person or an Affiliate or Associate series of any Preferred Stock. RESOLVED, that each share of such Person (as such terms are defined series of the Preferred Stock shall rank equally in the Rights Agreement); all respects and (2) after due inquiry and shall be subject to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)following provisions:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECH, THE MONY GROUP INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Right Certificate to purchase the Units Preferred Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units Preferred Shares be issued in the name of and delivered toof: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ ___________________________________________ (Please print name and address) ___________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:____________________________________________________ ___________________________________________ (Please print name and address) ___________________________________________ Dated:_________________, 19___ ______________ Signature_____________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________________________ Signature Signature Guaranteed: (Signatures Signature_____________________________ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must be guaranteed by a commercial bank conform to the name as written upon the face of this Right Certificate in every particular, without alteration or trust company enlargement or a member firm any change whatsoever. In the event the certification set forth above in the Form of Assignment or the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking Form of Election to Purchase, as the appropriate boxes that: (1) case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Right Certificate / / are / / are not being exercised by or on behalf of a Person who is or was to be an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On November 10, 1998, the Board of Directors of The MONY Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"); , of the Company. The dividend is payable on November 10, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $.01 per share (the "Preferred Shares"), at a price of $96 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) such date as may be determined by action of the Board of Directors of the Company following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the "Distribution Date"). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (2iii) after due inquiry and to the best knowledge surrender for transfer of any certificates for Common Shares outstanding as of the undersigned, it / / did / / did not acquire Record Date will also constitute the transfer of the Rights evidenced associated with the Common Shares represented by this such certificate. The Rights Certificate from are not exercisable until the Distribution Date. The Rights will expire on November 10, 2008 (the "Expiration Date"), unless the Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. If a person or group becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a B-1 38 value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person who iswill be null and void. For example, was or became at an exercise price of $[X] per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $[2X] worth of Common Shares (or other consideration, as noted above) for $[X]. Assuming a value of [1/2X] per Common Share at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $[X]. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Affiliate or Associate Acquiring Person, proper provision will be made so that each holder of any such Person. Dated: a Right will thereafter have the right to receive, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm upon the exercise thereof at the then current exercise price of the New York Stock ExchangeRight, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time prior to the existence of an Acquiring Person, the Board of Directors of the Company may redeem the Rights, in whole but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after the existence of an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are subject to adjustment under certain circumstances.) Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) ToTo Charter Communications, Inc.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the Units one one-thousandths of a Preferred Share or other securities issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units securities be issued in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:: _________________________ (Please print name and address) If such number of Rights is not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights will be registered in the name of and delivered to: Please insert social security or other identifying number: _______________________________ ______________________________________________________________________________ (Please print name and address) _______________________________________________________________ Signature Signature(s) Guaranteed: SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. _________________ If such number of rights shall not be all The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _____________________________________Rights Agreement). __________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Signature

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Warrant Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Class A Non-Redeemable Warrant) To: SERV-TECHTo: Sibling Entertainment Group, INC. The Inc. 500 Xxxx 00xx Xxxxxx, Xxxxx 000 In accordance with the Series H-2 Warrant (the “Warrant”) enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ___________ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Sibling Entertainment Group, Inc. at an Exercise Price (as defined in the Warrant) of ____________ per share and encloses herewith $___________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price for the number of shares of Common Stock to which this Form of Election to Purchase relates. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of Name: ________________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toAddress: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) ___________________________________________________________Social Security Or Tax Identification Number: ____________________ If such the number of rights shares of Common Stock issuable upon this exercise shall not be all of the Rights shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:Name: ________________ Address: ________________ ________________ Dated: __________, ____ Name of Warrant Holder: Subscription Agreement Convertible Debenture Series H Sibling Entertainment Group, Inc. Page 27 of 56 June 28, 2006 EXHIBIT CD-3 TO THE CONVERTIBLE DEBENTURE FORM OF SERIES H-3 WARRANT SERIES H-3 Warrant No. ____________________________ Dated: ___________________________ Sibling Entertainment Group, Inc., a company organized and existing under the laws of the State of New York (Please print name the “Company”), hereby certifies that, for value received, [________________], or its registered assigns (the “Warrant Holder”), is entitled, for every one SERIES H-3 Stock Purchase Warrant owned, subject to the terms set forth below, to purchase from the Company one (1) share of the Company’s common stock, $0.001 par value (the “Common Stock”) (each such share, a “Warrant Share” and addressall such shares, the “Warrant Shares”) at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 5 (the “Exercise Price”). This Warrant certificate represents [__________________] SERIES H-3 Stock Purchase Warrants (collectively, the “Warrants”). This Warrant is issued pursuant to a Subscription Agreement dated ______________, 2006 for reference purposes between the Company and the original holder of this Warrant. The Warrants may be exercised at any time and from time to time from and after the date thereof and through and including 5:00 p.m. Eastern Standard Time on __________________________________________________________, 20___ _______________________________________________________________________________ Dated:_________________2(the “Expiration Date”), 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and subject to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)following terms and conditions:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise :____________________________ The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Right Certificate to purchase the Units Preferred Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units Preferred Shares be issued in the name of and delivered toof: Please insert social security or other taxpayer identification identifying number:_________________________________________________ _______________________________________________ (Please print name and address) _______________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________________________ ________________________________________________ (Please print name and address) _________________________________________________ Dated:_______________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ Signature_________________________________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________________________ (Please print name and address) ___________________________________________________Signature____________________________ _______________________________________________________________________________ Dated:_________________The signature in the Form of Assignment or Form of Election to Purchase, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures as the case may be, must be guaranteed by a commercial bank conform to the name as written upon the face of this Right Certificate in every particular, without alteration or trust company enlargement or a member firm any change whatsoever. In the event the certification set forth above in the Form of Assignment or the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking Form of Election to Purchase, as the appropriate boxes that: (1) case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Right Certificate / / are / / are not being exercised by or on behalf of a Person who is or was to be an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement); ) and (2) after due inquiry and such Assignment or Election to the best knowledge of the undersigned, it / / did / / did Purchase will not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Personbe honored. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Exhibit C

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHTo Jaws Technologies, INC. The Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by shares of common stock ("Common Stock"), $.001 par value per share, of Jaws Technologies, Inc. and, if such Holder is not utilizing the cashless exercise provisions set forth in this Rights Certificate to purchase Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the Units issuable upon aggregate Exercise Price (as defined in the exercise Warrant) for the number of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------------ -------------------------------------------------------------------------------- (or other securitiesPlease print name and address) constituting such Units If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ ------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- ---------------------------------- Signature Signature GuaranteedName of Holder: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)------------------ -----

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHOCEANEERING INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:identifying number ________________________ _______________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:identifying number ________________________ _______________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated:_____________________________________________________________________________, 200__ Dated:_________________, 19___ ___________________________________ -------------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a member firm of a national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a member firm correspondent in the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of the New York Stock Exchange.) 52 1934, as amended). Certificate The undersigned hereby certifies by checking the appropriate boxes that: : (1) the Rights evidenced by this Rights Certificate / / [ ] are / / [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such an Acquiring Person (as such terms are defined in pursuant to the Rights Agreement); and ; (2) after due inquiry and to the best knowledge of the undersigned, it / / [ ] did / / [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such an Acquiring Person or who is a direct or indirect transferee of an Acquiring Person or of an Affiliate or Associate of an Acquiring Person. Dated: :_________________________, 19 ---------------- --- ---------------------------------- 200__ -------------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a member firm of a national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a member firm correspondent in the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of the New York Stock Exchange1934, as amended).)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHAlbertson's, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:: _________- ______ - _______ ________________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: _________- ______ - _______ ________________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ________________________________________________________________________________ (Please print name and address) Dated: _____________________ ________________________________________________________ Signature Signature Guaranteed: 75 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated:________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures NOTICE The signature to the foregoing Election to Purchase and Certificate must be guaranteed by a commercial bank or trust company or a member firm correspond to the name as written upon the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by in every particular, without alteration or on behalf of a Person who is enlargement or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchangechange whatsoever.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Warrant Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHAIMS Worldwide, INC. The Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of AIMS Worldwide, Inc. and encloses one warrant and $_________ for each Warrant Share being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and Warrant. The undersigned requests that the certificates for the shares of Common Stock (or other securities) constituting such Units issuable upon this exercise be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:­­­­­­­­­­­­­­­__________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of Common Stock issuable upon this exercise shall not be all of the Rights shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) Dated:: _________________, 19______ Name of Warrant Holder: (Print) ______________________________________ (By:) ______________________________________ (Name:) ______________________________________ (Title:) ______________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of Warrant Holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Warrant

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHAmtech Systems, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: -------------------------- (Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ ) --------------------------- --------------------------- --------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: -------------------------- (Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ ) --------------------------- --------------------------- --------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ : --------------- --------------------------------------- Signature Signature Guaranteed: EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On May 17, 1999, the Board of Directors of Amtech Systems, Inc. (Signatures must be guaranteed by the "Company") declared a commercial bank or trust company or dividend distribution of one Right for each share of Company Common Stock to shareholders of record at the close of business on June 9, 1999. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a member firm share of Series A Participating Preferred Stock, no par value (the "Preferred Stock"), at a Purchase Price of $8.50 per one one-hundredth of a share, subject to adjustment. The description and terms of the New York Rights are set forth in the Rights Agreement (the "Rights Agreement") between the Company and American Securities Transfer & Trust, Inc., as Rights Agent. Initially, the Rights will be attached to all Common Stock Exchange.certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier of (i) 52 Certificate The undersigned hereby certifies by checking 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the appropriate boxes that: right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (1the "Stock Acquisition Date"), or (ii) 10 business days (or such later date as the Board of Directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by this the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after June 9, 1999 will contain a notation incorporating the Rights Certificate / / are / / Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on May 16, 2009, unless earlier redeemed by or the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on behalf the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of a Person who is or was Directors, only shares of Common Stock outstanding prior to the Distribution Date will be issued with Rights. In the event that an Acquiring Person becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock (unless such acquisition is made pursuant to a tender or exchange offer for all outstanding shares of the Company, upon terms and conditions determined by a majority of the Board of Directors to be in the best interests of the Company and its shareholders (a "Qualifying Offer")), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the Exercise Price of the Right. The Exercise Price is the Purchase Price times the number of shares of Common Stock associated with each Right (initially, one). Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an Affiliate exercise price of $50 per Right, each Right not owned by an Acquiring Person (or Associate by certain related parties or transferees) following the event set forth in the preceding paragraph would entitle its holder to purchase $100 worth of Common Stock (or other consideration, as noted above) for $50. Assuming that the Common Stock had a per share market price of $10 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $50. [($50.00 x 1 Right) / ($10.00 / 50%) = $50.00 / $5.00 = 10] In the event that at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or business combination transaction in which the Company is not the surviving corporation (other than a merger consummated pursuant to a Qualifying Offer); (ii) the Company is the surviving corporation in a consolidation or merger pursuant to which all or part of the outstanding shares of Common Stock are changed or exchanged for stock or other securities of any such Person other person or cash or any other property; or (iii) more than 50% of the combined assets or earning power is sold or transferred (in each case other than certain consolidations with, mergers with and into, or sales of assets or earning power by or to subsidiaries of the Company as such terms are defined specified in the Rights Agreement); , each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise thereof, Common Stock of the acquiring company having a value equal to two times the Exercise Price of the Right. The events described in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The Purchase Price payable, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (2i) after due inquiry and in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or securities convertible into Preferred Stock at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to in (ii) immediately above). With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock are required to be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) and, in lieu thereof, the Company may make an adjustment in cash based on the market price of the Preferred Stock on the last trading date prior to the best knowledge date of exercise. At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the undersignedBoard of Directors ordering redemption of the Rights, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm will terminate and the only right of the New York Stock Exchangeholders of Rights will be to receive the $.01 redemption price.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights CertificateTO BE EXECUTED IF HOLDER DESIRES TO EXERCISE THE WARRANT CERTIFICATE.) To: SERV-TECHTo Gabrxxx Xxxmunications, INC. Inc. [ ] The undersigned hereby irrevocably elects to exercise _______________ Rights by cash payment of the aggregate Purchase Price all of the $10.25 Warrants represented by this Rights Warrant Certificate to purchase the Units shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Warrants and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ identifying number -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number [ ] The undersigned hereby irrevocably elects, subject to and conditioned upon the closing of rights shall not be a Qualified Public Offering on the Closing Date in accordance with the terms of this Warrant Certificate, to exercise [ ] by cash payment of the aggregate Purchase Price [ ] by "Cashless Exercise" of securities equal to the Market Value of the aggregate Purchase Price of all of the Rights evidenced $10.25 Warrants represented by this Rights Certificate, a new Rights Warrant Certificate for to purchase the balance shares of Common Stock issuable upon the exercise of such Rights shall Warrants and requests that certificates for such shares be registered issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ identifying number -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- ---------------------- ------ ----------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.SIGNATURE MUST CONFORM IN ALL RESPECTS TO NAME OF HOLDER AS SPECIFIED ON THE FACE OF THIS WARRANT CERTIFICATE)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to exercise _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Warrants and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:______________receive __________ ______________________________________________________________________shares of common stock, par value $0.01 per share (the "Warrant Shares"), at an exercise price of $10.00 per Warrant Share and herewith tenders payment for such shares to the order of OGLEBAY NORTON COMPANY, in the amount of $_________ or has tendered such payment via wire transfer in immediately available funds, in accordance with the terms hereof and in the Warrant Agent Agreement. The undersigned requests such shares be registered in book entry (Direct Registration System) under the name and address as follow: -------------------------------------------------------------------------------- (Please print or type name and address) _______________________________________________PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER: ________________________________ If such said number of rights shall not be shares is less than all of the Rights evidenced by this Rights CertificateWarrant Shares purchasable hereunder, the undersigned requests that a new Rights Warrant Certificate for representing the remaining balance of such Rights shall shares be registered in the name of and delivered toas follows: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print or type name and address) _______________________________________________________________________________ _______________________________________________PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER: ________________________________ Dated:_________________: -------------------------------- Signature Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, 19___ ___________________________________ without alteration or any change whatsoever. Signature Signature GuaranteedGuaranteed by: (Signatures -------------------------------- Note: The signature must be guaranteed by an eligible guarantor, institution bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to SEC Rule 17Ad-15 only in the case where the undersigned is requesting that the Warrant Shares be registered and delivered in a commercial bank or trust company or a member firm name other than that of the New York Stock Exchangeundersigned. (AS PART OF THIS FORM OF ELECTION TO PURCHASE, PLEASE COMPLETE, SIGN AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.) 52 Certificate The undersigned hereby certifies by checking TO BE COMPLETED BY WARRANT HOLDERS EXERCISING WARRANTS (SEE INSTRUCTIONS BELOW) PAYOR'S NAME: OGLEBAY NORTON COMPANY (the appropriate boxes that"Company") PART 1 -- PLEASE PROVIDE YOUR TIN TIN: FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. For individuals, this is ------------------------------------- your Social Security Number (SSN). For sole Social Security Number proprietors, see the Instructions in the enclosed W-9 Guidelines (as defined below). OR For other entities, it is your Employer Identification Number (EIN). If you do not ------------------------------------- DEPARTMENT OF THE TREASURY have a number, see how to get a TIN in the Employer Identification Number INTERNAL REVENUE SERVICE enclosed W-9 Guidelines. ------------------------------- -------------------------------------------------------------------------------------- PART 2 -- TIN APPLIED FOR [ ] ------------------------------- -------------------------------------------------------------------------------------- Payor's Request for Taxpayer Identification Number ("TIN") And Certification CERTIFICATION-- UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) the Rights evidenced by The number shown on this Rights Certificate / / are / / are not being exercised by form is my correct Taxpayer Identification Number (or on behalf of I am waiting for a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreementnumber to be issued to me); , and (2) after due inquiry I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and to (3) I am a U.S. person (including a U.S. resident alien). Signature Date --------------------------------------------- ---------------- Print Name: ------------------------------- -------------------------------------------------------------------------------------- (1) The signature must correspond with the best knowledge name as written upon the face of the undersignedwithin Warrant Certificate in every particular, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from without alteration or any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchangechange whatever.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Commodore Environmental Technologies, Inc.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to purchase [_________] shares of Common Stock, $.001 par value ("Common Stock"), of Commodore Applied Technologies, Inc. and, if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $_________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER Dated: __________________, ____ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:_____________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated:: __________________, 19____ Name of Holder: (Print)______________________________________ (By:)________________________________________ (Name:) (Title:) (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights AgreementWarrant); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _____the right, represented by this Warrant Certificate, to receive __________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting and herewith tenders payment for such Units be issued shares to the order of the Company in the name amount of and delivered to: Please insert social security or other taxpayer identification number:__________________$______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 12 of the Warrant Agreement in which case the holder shall receive such number of Warrant Shares equal to the product of (A) the number of Warrant Shares for which this Warrant Certificate is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (B) the Cashless Exercise Ratio (as defined in the Warrant Agreement). The undersigned requests that a certificate for such shares be registered in the name of_______________________________, whose address is _______________________ and that such shares be delivered to ________________ whose address is ______________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of __________________ (Please print name and address) , whose address is____________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Date: _______________________________________________________, ____ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ ----------------------------------------- (Please print name and addressSignature) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature ----------------------------------------- (Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights represented by the Rights Right Certificate.) To: SERV-TECHDelta Apparel, INC. Inc.: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Right Certificate to purchase the Units shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert social security or other identifying number) If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) ___________________________________ (Please insert social security or other identifying number) Dated: __________________________________________, 20___ __________________________________________________________ Signature Signature Guaranteed:______________________ Dated:_________________Exhibit B DELTA APPAREL, 19___ ___________________________________ Signature Signature Guaranteed: INC. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On January 20, 2000, the Board of Directors of Delta Apparel, Inc. (Signatures must be guaranteed by the "Company") declared a commercial bank or trust company or a member firm dividend distribution of one Common Stock Purchase Right for each outstanding share of Common Stock of the New York Company to stockholders of record at the close of business on January 20, 2000. Each Right entitles the registered holder to purchase from the Company one quarter share of Common Stock, $0.01 par value per share (the "Common Stock"), at a cash exercise price of $20.00 per quarter share, subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Rights Agreement between the Company and First Union National Bank, as Rights Agent. Initially, the Rights will not be exercisable, will be attached to all outstanding shares of Common Stock, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock Exchange.and a Distribution Date will occur upon the earliest of (i) 52 Certificate The undersigned hereby certifies by checking 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (other than an Exempt Person as defined in the appropriate boxes that: Agreement) has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock (1the date of said announcement being referred to as the "Share Acquisition Date") and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a Person or group owning 20% or more of the outstanding shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (a) the Rights will be evidenced by this the Common Stock certificates and will be transferred only with such Common Stock certificates, (b) new Common Stock certificates issued after January 20, 2000 will contain a notation incorporating the Shareholder Rights Certificate / / are / / Agreement by reference, and (c) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on January 20, 2010 unless previously redeemed by or the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on behalf the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that (i) a Person who acquires beneficial ownership of 20% or more of the Company's Common Stock, (ii) the Company is or was the surviving corporation in a merger with an Acquiring Person or an any Affiliate or Associate of an Acquiring Person and the Common Stock is not changed or exchanged, (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the Shareholder Rights Agreement, or (iv) an event occurs that results in an Acquiring Person's ownership interest being increased by more than 1%, proper provision will be made so that each holder of a Right will thereafter have the right to receive upon exercise thereof at the then current exercise price, that number of shares of Common Stock (or in certain circumstances, cash, property, or other securities of the Company) having a market value of two times such exercise price. However, the Rights are not exercisable following the occurrence of any of the events set forth above until the time the Rights are no longer redeemable as set forth below. Notwithstanding any of the foregoing, upon any of the events set forth above, rights that are or were beneficially owned by an Acquiring Person shall become null and void. In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right. At any time after any person becomes an Acquiring Person and prior to such Person the time such Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights that have become void), in whole or in part, at the exchange rate of one quarter share of Common Stock per Right, subject to adjustment as such terms are defined provided in the Rights Agreement. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if all holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the current market price of the Common Stock, or (iii) upon the distribution to all holders of the Common Stock of evidence of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Common Stock will be issued upon exercise of a Right and, in lieu thereof, a payment , in cash will be made based on the fair market value of the Common Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the close of business on the tenth day after the Share Acquisition Date or the final expiration Date of the Rights (whichever is earlier); provided that under certain circumstances, the Rights may not be redeemed unless there are Disinterested Directors in office and (2) after due inquiry and to such redemption is approved by a majority of such Disinterested Directors. After the best knowledge redemption period has expired, the Company's right of redemption may be reinstated upon the approval of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became Board of Directors if an Acquiring Person reduces his beneficial ownership to 10% or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm less of the New York outstanding shares of Common Stock Exchangein transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECH, INC. ___________ The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Right Certificate to purchase the Units Preferred Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units Preferred Shares be issued in the name of and delivered toof: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _________________________________________ (Please print name and address) _________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________________________ _________________________________________ (Please print name and address) _________________________________________ Dated:_________________, 19___ ___: ________________________________ Signature _____________________________ Signature Guaranteed: (Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or a member firm of correspondent in the New York Stock Exchange.) 52 United States. Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) that the Rights evidenced by this Rights Right Certificate / / are / / are not being exercised beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement); and (2) after . After due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is, was were not acquired or became beneficially owned by an Acquiring Person or an Affiliate or Associate of any such Personthereof. Dated: _______________________________ Signature ____________________________ The signature in the Form of Assignment or Form of Election to Purchase, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures as the case may be, must be guaranteed by a commercial bank conform to the name as written upon the face of this Right Certificate in every particular, without alteration or trust company enlargement or a member firm any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the New York Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On October 27, 2004, the Board of Directors of COVANSYS CORPORATION (the "Company") authorized and declared the issuance of one preferred share purchase right (a "Right") for each share of common stock (the "Common Shares"), of the Company outstanding as of the close of business on November 1, 2004 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock Exchange.of the Company, without par value (the "Preferred Shares"), at a price of $11.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A. as Rights Agent (the "Rights Agent"). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates and no separate Right Certificates will be issued. Separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date. The "Distribution Date" will be the first to occur of the following:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _______ shares of Common Stock and herewith tenders payment for such shares to the order of TRICO MARINE SERVICES, INC., in the amount of $ _________ Rights represented by this Rights Certificate to purchase in accordance with the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ terms hereof. ______________________________ Signature Date: ______________________________ Signature Guaranteed Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Association Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. SCHEDULE OF EXCHANGES OF INTERESTS OF GLOBAL WARRANTS The following exchanges of a part of this Global Warrant have been made: Amount of decrease in Amount of increase in Number of Series [A][B] in number of Series [A][B] number of Series [A][B] this Global Warrant Warrants in this Global Warrants in this Global following such decrease or Date of Exchange Warrant Warrant increase ---------------------- ----------------------- ----------------------- -------------------------- [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto _______________ (the "Assignee") (Please type or print block letters) ______________________________ (Please print or typewrite name and addressaddress including zip code of assignee) the within Warrant Certificate and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer the Series [A][B] Warrant represented by this Warrant Certificate on the books of the Company with full power of substitution in the premises. Date: Seller By: _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Verso Technologies, Inc.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase shares of common stock, $.01 par value per share, of Verso Technologies, Inc. (the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights"Common Stock") and requests that encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the certificates aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The Exercise Price applicable to the purchase hereunder equals $______. The Holder hereby represents and warrants to the Company that it is an accredited investor under Rule 501(a) promulgated under the Securities Act of 1933, as amended. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ---------------------------------- ------------------------------- (or other securitiesPlease print name and address) constituting such Units If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ------------------------------- (Please insert social security or other taxpayer identification number:________________________ print name and address) ------------------------------- ------------------------------- Dated: _______________________________________________________________________________ , Name of Holder: (Please print name and addressPrint) _______________________________________________________________________________ If such number of rights shall not be ------------------------------- (By:) --------------------------------- (Name:) ------------------------------- (Title:) ------------------------------ (Signature must conform in all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the respects to name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights AgreementWarrant); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise Rights represented by the Rights Right Certificate.) ToTO CUTTER & BUCK INC.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Right Certificate to purchase the Units shares of Class A Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securitiessuch share(s) constituting such Units be issued in the name of and delivered tofollowing name: Please insert social security or other taxpayer identification identifying number:_________________________________________________ _____________________________________________________________________________ (PLEASE PRINT NAME AND ADDRESS) _____________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________________________ _____________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number Dated: ----------------------- ------------------------------------------------ Signature (Signature must conform in all respects to name of rights shall not be all holder as specified on the Rights evidenced by fact of this Rights Right Certificate) EXHIBIT C FORM OF CERTIFICATE OF DESIGNATIONS OF CLASS A JUNIOR PREFERRED STOCK CUTTER & BUCK INC. PURSUANT TO SECTIONS 23B.06.010 AND 23B.06.020 OF THE WASHINGTON BUSINESS CORPORATION ACT I, Xxxxxx X. Xxxxx, Chairman of Cutter & Buck Inc., a new Rights Certificate for corporation organized and existing under the balance Washington Business Corporation Act (the "Company"), in accordance with the provisions of Sections 23B.06.010 and 23B.06.020 of such Rights shall be registered law, DO HEREBY CERTIFY that at a meeting of the Board of Directors on November 20, 1998 at which meeting a quorum was present, that the following resolutions were adopted: RESOLVED, that pursuant to the authority vested in the name Board of Directors of the Company in accordance with the Company's Restated Articles of Incorporation, as amended, a series of Preferred Stock of the Company be, and delivered to: Please insert social security hereby is, created, and the powers, designations, preferences and relative, participating, optional or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm special rights of the New York Stock Exchange.) 52 Certificate The undersigned shares of such series, and the qualifications, limitations or restrictions thereof, be, and hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (are, as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented of the Class A Warrants evidenced by this Rights the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment for such Warrant Shares in an amount determined in accordance with the Units issuable upon the exercise terms of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and Warrant Agreement. The undersigned requests that the certificates for shares of Common Stock (or other securities) constituting a certificate representing such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall Warrant Shares be registered in the name of , whose address is and that such certificate be delivered toto , whose address is . If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is . Dated: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) ____________________________________, Name of holder of Warrant Certificate: ___________________________________________ ___________________________________________ Address: ___________________________________ ___________________________________________ Dated:Federal Tax ID No.: _________________, 19__________ __Signature: _________________________________ Signature Signature GuaranteedNote: (Signatures The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Personguaranteed. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: CLASS B WARRANT AGREEMENT (Signatures must be guaranteed “Agreement”), dated as of November __, ____, by and between Suspect Detection Systems, Inc., a commercial bank or trust company or a member firm Delaware corporation (the “Company”), and ____________________ (“Warrantholder”). Certain capitalized terms used herein are defined in Section 15 hereof. In consideration of the New York Stock Exchange.)mutual terms, conditions, representations, warranties and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if the registered holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECH, INC. Masco Corporation The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Right Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units securities be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:identifying number __________________________________________________________ (Please print name and address) ___________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ___________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_: ________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: : (1) the Rights evidenced by this Rights Right Certificate / / ___are / / ___are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement); and ; (2) after due inquiry and to the best knowledge of the undersigned, it / / ___did / / ___did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such an Acquiring Person. Dated: __________, 19 ---------------- --- ---------------------------------- __ ________________________ Signature Signature Guaranteed: (Signatures __________ The signature to the foregoing Election to Purchase and Certificate must be guaranteed by a commercial bank correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or trust company enlargement or a member firm any change whatsoever. __________ Exhibit C MASCO CORPORATION STOCKHOLDER RIGHTS PLAN Summary of the New York Stock Exchange.)Terms

FORM OF ELECTION TO PURCHASE. (To be executed if the register holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHPERFORMANCE TECHNOLOGIES, INC. INCORPORATED The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person Person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: (Please print name and address) ----------------------------------------------- Please insert social security ------------------------------------------------- or other taxpayer identification identifying number:____: -------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Please print name and address) ----------------------------------------------- Please insert social security ------------------------------------------------- or other identifying number: -------------------------------------------------- Dated: ____________________ ____________________________________________Signature___________________________________ (Please print NOTICE The signatures to the foregoing Election to Purchase and following Certificate must conform to the name and address) _______________________________________________________________________________ If such number as written upon the face of rights shall not be all the Rights evidenced by this Rights CertificateCertificate in every particular, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security without alteration or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures enlargement or any change whatsoever. The signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or a member firm correspondent in the United States. In the event the certification set forth above is not completed, the Company will deem the acquiring person of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights Right evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was to be an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement); ) and (2) after due inquiry and to will not issue the best knowledge shares of Preferred Stock issuable upon the exercise of the undersigned, it / / did / / did not acquire Rights (or such other securities of the Rights evidenced by this Rights Certificate from any Person who is, was Company or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must other Person which may be guaranteed by a commercial bank or trust company or a member firm issuable upon the exercise of the New York Stock ExchangeRights).)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. To Onyx Acceptance Corporation The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units units of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common such Preferred Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ ___________________________identifying number ____________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ___________________________identifying number ____________________________________________________ (Please print name and address) __________________________________________________________________Dated: _____________ ____________________________________________________________________________,___ Dated:_________________, 19___ ___________________________________ ------------------------------ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or participant in a member firm Securities Transfer Association Inc. recognized signature guarantee medallion program. 45 Form of the New York Stock Exchange.) 52 Reverse Side of Rights Certificate -- continued -------------------------------------------------------------------------------- CERTIFICATION The undersigned hereby certifies by checking the appropriate boxes that: (1) that the Rights evidenced by this Rights Certificate / / are / / are not being exercised beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement); . --------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and (2) after due inquiry and Election to Purchase must conform to the best knowledge name as written upon the face of this Rights Certificate in every particular, without alteration or any change whatsoever. In the undersignedevent the certification set forth above in the Form of Assignment or the Form of Election to Purchase, it / / did / / did as the case may be, is not acquire completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate from any Person who is, was or became to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C ONYX ACCEPTANCE CORPORATION SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK On July 8, 1997, the Board of Directors of Onyx Acceptance Corporation, a Delaware corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), par value $0.01 per share, of the Company. The dividend is payable on July 21, 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Company at a price of $50.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of July 8, 1997 (the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Continuing Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such Personnotation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Dated: As soon as practicable following the Distribution Date, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: separate certificates evidencing the Rights (Signatures must "Rights Certificates") will be guaranteed mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and thereafter such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 20, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Stock at a price, or securities convertible into Units of Preferred Stock with a conversion price, less than the then current market price of the Units of Preferred Stock or (iii) upon the distribution to holders of the Units of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Units of Preferred Stock issuable upon exercise of each Rights are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Stock will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Units of Preferred Stock will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each Unit of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the dividend, liquidation and voting rights, the value of the Preferred Stock, the Units of Preferred Stock purchasable upon exercise of each Rights should approximate the value of one share of Common Stock. In the event that, after the Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Rights will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Units of Preferred Stock (Common Stock, cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after the acquisition by a commercial bank person or trust company group of affiliated or a member firm associated persons of beneficial ownership of 15% or more of the New York outstanding shares of Common Stock Exchangeand prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the Continuing Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, for Units of Preferred Stock at an exchange ratio which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Stock on the last trading day prior to the date of exercise. At any time within ten (10) business days after a person or group of affiliated or associated persons acquire beneficial ownership of 15% or more of the outstanding Common Stock (unless the Continuing Directors extends such ten-day period), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the rights may be made effective at such time on such basis and with such conditions as the Board of Directors, upon the approval of the Continuing Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights upon the approval of a majority of the Continuing Directors, except that from and after a Distribution Date no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. The undersigned COLUMBUS McKINNON CORPORATION Xxx xndersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person Person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ identifying number ----------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:identifying number ----------------------------------------------------------------- (Please print name and address) ----------------------------------------------------------------- ----------------------------------------------------------------- Dated: ______________________, 19__ _______________________________________________________________________________ ---------------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (Please print name 1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person, an Adverse Person or an Affiliate or Associate of any such Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and address) _______________________________________________________________________________ _______________________________________________________________________________ to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person, an Adverse Person or an Affiliate or Associate of such Person. Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: NOTICE The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On October 25, 1997, the Board of Directors of Columbus McKinnon Corporation (Signatures must the "Xxxxxxy") declared a dividend of one Right for each outstanding share of the Company's Common Stock, par value $.01 per share (the "Common Stock"), to shareholders of record at the close of business on November 10, 1997. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at a Purchase Price of $80.00 per unit of one one-hundredth of a share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent. Initially, the Rights will be guaranteed attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. A Distribution Date will occur and the Rights will separate from the Common Stock upon the earliest of (i) ten days following a public announcement that a Person or group of affiliated or associated Persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the shares of Common Stock then outstanding1 (the "Stock Acquisition Date"), (ii) ten business days following the commencement of a tender offer or exchange offer that would result in a Person or group beneficially owning 15% or more of such outstanding shares of Common Stock (unless such tender offer or exchange offer is an offer for all outstanding shares of Common Stock which a majority of the unaffiliated Directors who are not officers of the Company determine to be fair to and otherwise in the best interests of the Company and its shareholders) or (iii) the date the Board of Directors declares a person to be an "Adverse Person", upon a determination by the Board that such Person, together with his affiliates or associates, is or has become the beneficial owner of 15% or more of the shares of Common Stock outstanding, and upon a determination by at least a majority of the Continuing Directors (as defined below) who are not officers of the Company, after reasonable inquiry and investigation, including -------- 1 Under the Rights Agreement, for purposes of calculating percentages of Common Stock outstanding, shares of Common Stock outstanding shall include all shares of Common Stock deemed to be beneficially owned by a commercial bank person and its affiliates and associates, even if not actually then outstanding. consultation with such persons as such Directors shall deem appropriate, that (a) such beneficial ownership by such person is intended to cause the Company to repurchase the Common Stock beneficially owned by such person or trust company to cause pressure on the Company to take action or enter into a member firm transaction or series of transactions intended to provide such person with short-term financial gain under circumstances where such Continuing Directors determine that the best long-term interests of the New York Stock Exchange.Company and its shareholders would not be served by taking such action or entering into such transactions or series of transactions at that time, or (b) 52 Certificate The undersigned hereby certifies by checking such beneficial ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers, impairment of the appropriate boxes that: Company's ability to maintain its competitive position or impairment of the Company's business reputation or ability to deal with governmental agencies) on the business or prospects of the Company. Until the Distribution Date, (1i) the Rights will be evidenced by this the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after November 10, 1997 will contain a notation incorporating the Rights Certificate / / are / / Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on November 10, 2007, unless earlier redeemed by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (the Company as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchangedescribed below.)

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise Rights represented by the Rights Right Certificate.) ToTO -------------------------: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ ---------------- Rights represented by this Rights Right Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securitiessuch share(s) constituting such Units be issued in the name of and delivered tofollowing name: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ : --------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ -------------------------------------------------------------------------------- If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ : --------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- Dated:_________________: -------------- -----, 19___ ___________________________________ --------- ---------------------------------------- Signature (Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of this Right Certificate) FORM OF CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PREFERRED STOCK OF DELPHI AUTOMOTIVE SYSTEMS CORPORATION Pursuant to Section 151 of the New York Delaware General Corporation Law I, Xxxxx Xxxxxxxx, Vice President of Delphi Automotive Systems Corporation, a corporation organized and existing under the Delaware General Corporation Law (the "CORPORATION"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the IPO Committee of the Board of Directors by Board of Directors and upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, the IPO Committee of the Board of Directors on February 1, 1999, adopted the following resolution which creates a series of shares of Preferred Stock Exchange.designated as Series A Junior Preferred Stock, as follows: RESOLVED, that pursuant to Section 151(g) 52 Certificate The undersigned hereby certifies by checking of the appropriate boxes that: (1) Delaware General Corporation Law and the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined authority vested in the Rights Agreement); Board of Directors of the Corporation in accordance with the provisions of ARTICLE FOURTH of the Amended and (2) after due inquiry Restated Certificate of Incorporation of the Corporation and delegated to the best knowledge IPO Committee by the Board of Directors, a series of Preferred Stock of the undersignedCorporation be, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who and hereby is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: created, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of and the New York Stock Exchange.)powers, designations, preferences and relative,

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _______ shares of Common Stock and herewith tenders payment for such shares to the order of the Company in the amount of $______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Warrant Agreement in which case the holder shall tender Warrants having a Fair Market Value (as defined in the Warrant Agreement) equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate for such shares be registered in the name of _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________, whose address is ___________________________ and that such shares be delivered to ________________ whose address is _________________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is _____________________ (Please print name and address) . Date: _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ______________________________________________________ (Signature) __________________________ (Please print name and addressSignature Guaranteed) __________________________________________________________SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be 175,000. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: Decrease in Total Number of Number of Increase in Warrants Evidenced Warrants Number of by this Global Date of Evidenced by Warrants Warrant Following Notation Made by Decrease/ this Global Evidenced by this such Decrease/ or on Behalf of Increase Warrant Global Warrant Increase Warrant Agent --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- EXHIBIT B FORM OF CERTIFICATE OF TRANSFER OnePoint Communications Corp. 0000 Xxxxxxxx Xxxx Xxxxx X-000 Xxxxxxxxxxx, Xxxxxxxx 00000 Attention:_____________________ Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Re: 175,000 Warrants to Purchase 111,125 Shares of Common Stock ----------------------------------------------------------- (CUSIP _______________________________________________________________________________ Dated:___) Reference is hereby made to the Warrant Agreement, dated as of May 21, 1998 (the "Warrant Agreement"), among OnePoint Communications Corp., as issuer (the "Company"), and Xxxxxx Trust and Savings Bank, as Warrant Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement. ______________, 19___ ________________________(the "Transferor") owns and proposes to transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in the amount of ___________ Signature Signature Guaranteed: in such Warrant[s] or interests (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned "Transfer"), to __________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)[CHECK ALL THAT APPLY]

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo CirTran Corproation: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to purchase [ ] shares of Common Stock ("Common Stock"), $.001 par value per share, of CirTran Corporation, and encloses herewith $ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated:: , Name of Holder: _________________, 19___ _____ (Print)_____________________________ (By:)_______________________________ (Name:)_____________________________ (Title:)____________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed the right represented by a commercial bank or trust company or a member firm the within Warrant to purchase ____________ shares of Common Stock of CirTran Corporation, to which the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking within Warrant relates and appoints ________________ attorney to transfer said right on the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf books of a Person who is or was an Acquiring Person or an Affiliate or Associate CirTran Corporation, with full power of any such Person (as such terms are defined substitution in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchangepremises.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned holder hereby represents that he or it is the registered holder of this Warrant Certificate, and hereby irrevocably elects to exercise _____the right, represented by this Warrant Certificate, to receive __________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting Stock, $.0001 par value, of SubMicron Systems Corporation and herewith tenders payment for such Units be issued in shares to the name order of and delivered to: Please insert social security or other taxpayer identification number:___________________SubMicron Systems Corporation the amount of $_____ ______________________in accordance with the terms hereof (unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 5 of the Warrant Agreement). The undersigned requests that a certificate for such shares be registered in the name of the undersigned or nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be registered as follows: Name:_________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification numberAddress:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ __________________________________________________ __________________________________________________ DatedSocial Security or Taxpayer Identification No.: _________________________________ Certificate to be delivered as follows: Name:_________________, 19________________________________________ Address:______________________________________________________ __________________________________________________ Signature Signature Guaranteed__________________________________________________ Signature: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by Date:__________________________________ A-4 21 ASSIGNMENT FORM To assign this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined Warrant, fill in the Rights Agreement); form below: (I) or (we) assign and transfer this Warrant to _______________________________________________________________________________ (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was Insert assignee's soc. sec. or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchangetax I.D. no.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECHAT&T Wireless Services, INC. Inc. The undersigned hereby irrevocably elects to exercise ______exercise_________ Rights represented by this Rights Right Certificate to purchase the Units Preferred Shares issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units Preferred Shares be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:identifying number ________________________ _______________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:identifying number ________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or a member firm of correspondent in the New York Stock Exchange.) 52 Certificate United States. The undersigned hereby certifies by checking the appropriate boxes that: (1) that the Rights evidenced by this Rights Right Certificate / / are / / are not being exercised beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and . _______________________________ Signature NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the best knowledge name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the undersignedevent the certification set forth above in the Form of Assignment or the Form of Election to Purchase, it / / did / / did as the case may be, is not acquire completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Right Certificate from any Person who is, was or became to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction One preferred share purchase right (a "Right") is attached to and trades each outstanding share of common stock, par value $.01 per share. Our Board has adopted the Rights Agreement that provides for these rights in order to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any such Personperson or group which acquires 15% or more of our outstanding common stock without the approval of our Board. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed The Rights Agreement should not interfere with any merger or other business combination approved by a commercial bank or trust company or a member firm our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Equiserve Trust Company, N.A., as the Rights Agent, as of June 18, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated _________ __, 2001. A copy of the agreement is available free of charge from our Company. The Rights. The Rights trade with, and are inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New York Stock ExchangeRights will accompany any new shares of common stock we issue until the Distribution Date described below.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) ToTo American Stock Transfer and Trust Company, LLC: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Right Certificate to purchase the Units [PLEASE CHECK THE APPLICABLE BOX] ¨ Preferred Shares ¨ Common Shares of the Company (pursuant to the Flip-In provision) ¨ Common Shares of another issuer (pursuant to the Flip-Over provision) issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units securities be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________ Please insert social security or other identifying number: ___________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ ____________________________________________________________Please insert social security or other identifying number: ___________________ Dated:_________________, 19___ _______________: ____________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of the New York Stock Exchange.) 52 Certificate 1934, as amended. The undersigned hereby certifies by checking the appropriate boxes that: that (1) the Rights evidenced by this Rights Right Certificate / / are / / are not beneficially owned by nor are they being exercised by or on behalf of a Person who is or was an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, it / / did / / the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who isis or was an Acquiring Person, was an Interested Stockholder, or became an Affiliate or Associate thereof. Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. On November 15, 1999, the Board of any such Person. Dated: Directors of Harbor BioSciences, 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: Inc. (Signatures must be guaranteed by the “Company”) declared a commercial bank or trust company or dividend of one preferred share purchase right (a member firm “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Shares”), of the New York Company. The dividend was effective as of November 29, 1999 (the “Record Date”) with respect to the stockholders of record on that date. The Rights also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series B Junior Participating Preferred Stock, par value $.01 per share (the “Preferred Shares”), of the Company at a price of $100 per one one-hundredth of a Preferred Share (i.e., $10,000 per full Preferred Share) (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 15, 1999, as amended to date (the “Rights Agreement”), between the Company and American Stock ExchangeTransfer and Trust Company, LLC (the “Rights Agent”). The Rights Agreements allows the Company and the Rights Agent to make certain amendments of the Rights Agreement and of the Rights. The Company amended the Rights Agreement on October 13, 2009, in part to extend the expiration date of the Rights. The Company amended and restated the Rights Agreement on July 29, 2011, in part to decrease the ownership threshold in the definition of “Acquiring Person” to 4.9%. This Summary takes account of such amendment, and references in this Summary to “Rights Agreement” and “Rights” should be understood to mean the Rights Agreement and Rights as so amended.)

FORM OF ELECTION TO PURCHASE. (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHELECTROGLAS, INC. The undersigned hereby irrevocably elects to exercise ____________________ Rights represented by this Rights Certificate to purchase the Units of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person or other property which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:__________________________________ ________________________________________________________________________ (Please print name and address) _______________________________ (Please insert social security or other identifying number). If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: __________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ (Please print name and address) _____________________________________________________). Dated __________________________ _______________________________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not beneficially owned by an Acquiring Person or an Affiliate or an Associate thereof (as defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof. Dated: _________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (NOTICE The signature in the foregoing Election to Purchase and Certificate must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Signatures must be guaranteed by an approved eligible financial institution acceptable to the Rights Agent in its sole discretion or by a commercial bank participant in the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking Exchange Medallion Program. In the appropriate boxes that: (1) event the certification set forth above is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was to be an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate. EXHIBIT B UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN THE RIGHTS AGREEMENT); , RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On October 23, 1997, the Board of Directors of Electroglas, Inc. (the "Company") authorized and declared a dividend distribution of one Right for each outstanding share of its common stock, par value $.01 per share (2the "Company Common Stock"), to stockholders of record at the close of business on November 30, 1997 (the "Record Date"), and authorized the issuance of one Right with each share of Company Common Stock issued (including shares distributed from Treasury) after due inquiry by the Company thereafter between the Record Date and the Distribution Date (as defined below). Each Right entitles the registered holder, subject to the best knowledge terms of the undersignedRights Agreement (as defined below), it / / did / / did not acquire to purchase from the Company one one-hundredth of a share (a "Unit") of Series A Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a purchase price of $140.00 per Unit, subject to adjustment. The purchase price is payable in cash or by certified or bank check or money order payable to the order of the Company. The description and terms of the Rights evidenced by this are set forth in a Rights Certificate Agreement between the Company and BankBoston, N.A., as Rights Agent, dated as of November 18, 1997, as amended from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: time to time (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange"Rights Agreement").)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHRepresentative Warrant Certificates). TO CONSEP, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights Representative Warrants represented by this Rights Representative Warrant Certificate to purchase the Units Shares issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Representative Warrants and requests that the certificates for shares of Common Stock (or other securities) constituting such Units Shares be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ identifying number --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ The undersigned elects to pay the Exercise Price for the Shares being purchased by [check one]: / / Delivery of a check, money order or wire transfer pursuant to Section 4.2 of the Representative Warrant Agreement / / Net cashless exercise pursuant to Section 4.3 of the Representative Warrant Agreement. If such number of rights Representative Warrants shall not be all the Rights Representative Warrants evidenced by this Rights Representative Warrant Certificate, a new Rights Representative Warrant Certificate for the balance remaining of such Rights Representative Warrants shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ identifying number --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- --------------------------------------------------------- Signature (Signature must conform in all aspects to name of holder as specified on the face of this Representative Warrant Certificate) Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)14

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Warrant Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Series A Warrant) To: SERV-TECHMOGUL ENERGY INTERNATIONAL, INC. The In accordance with the Series A Warrant (the “Warrant”) enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ___________ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Mogul Energy International, Inc. at an Exercise Price (as defined in the Warrant) of ____________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) per share and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:_____________encloses herewith $___________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price for the number of shares of Common Stock to which this Form of Election to Purchase relates. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of Address: If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Address: Dated: __________, ________________________________________ Name of Warrant Holder: (Print:) (By:) (Name:) (Title:) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________ the right represented by the within Series A Warrant (Please print name and addressthe “Warrant”) _____________________________________________________________________to purchase __________ If such number shares of rights shall not be all Common Stock of Mogul Energy International, Inc. to which the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of within Warrant relates and delivered to: Please insert social security or other taxpayer identification number:______________appoints __________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ attorney to transfer said right on the books of Sibling with full power of substitution in the premises. Dated:_______: __________, 19___ ___________________________________ Signature Signature GuaranteedName of Warrant Holder: (Signatures must be guaranteed by a commercial bank or trust company or a member firm Print:) (By:) (Name:) (Title:) Name and Address of Transferee: In the New York Stock Exchange.presence of: Rule 902(k) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Regulation S states:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Management Energy, Inc.: SERV-TECH[CHECK PARAGRAPH THAT APPLIES] _________ In accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase shares of Common Stock, par value $.001 per share (the Units issuable upon “Common Stock”), of Management Energy, Inc. and encloses herewith $________ in cash or certified or official bank check or checks, which sum represents the exercise aggregate Exercise Price (as defined in the Warrant) for the number of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in to which this Form of Election to Purchase relates, together with any applicable taxes payable by the name of and delivered to: Please insert social security or other taxpayer identification number:undersigned pursuant to the Warrant. - OR - ______________ In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to convert such Warrant into ___________ shares of Common Stock by cashless exercise pursuant to Section 1(f) of the Warrant. Also enclosed is documentation supporting the calculation of such number of shares of Common Stock to which this Form of Election to Purchase relates. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ . PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER If such the number of rights shares of Common Stock issuable upon this exercise shall not be all of the Rights evidenced by this Rights Certificateshares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new Rights Certificate for Warrant evidencing the balance right to purchase the shares of such Rights shall Common Stock not issuable pursuant to the exercise evidenced hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification numberDated:________________________ __________________________________________________________________________, _____ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature GuaranteedName of Holder: (Signatures Print) (By:) (Name:) (Title:) (Signature must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights AgreementWarrant); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of Common Stock and herewith tenders payment for such shares to the order of Holdings in the amount of $______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Warrant Agreement in which case the holder shall tender Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon, to the date of exercise equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate for such shares be registered in the name of _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:_________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is _________________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is _____________________ (Please print name and address) . Date: _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ______________________________________________________ (Signature) __________________________ (Please print name Signature Xxxxxxxxxx) SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be 335,000. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: Decrease in Increase in Total Number of Number of Number of Warrants Warrants Warrants Evidenced by this Date of Evidenced by Evidenced by Global Warrant Notation Made Decrease/ this Global this Global Following such by or on Behalf Increase Warrant Warrant Decrease/ Increase of Warrant Agent -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- A2-8 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER American Mobile Satellite Corporation 00000 Xxxxxxxxx Xxxx. Xxxxxx, Xxxxxxxx 00000-0000 Attention: Xxxxx X. Xxxxx, Esq., State Street Bank and address) Trust Company Xxxxxxx Square 000 Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Re: 335,000 Warrants to Purchase 1,258,759 Shares of Common Stock ------------------------------------------------------------- (CUSIP _______________________________________________________________________________ _______________________________________________________________________________ Dated:___) Reference is hereby made to the Warrant Agreement, dated as of March 31, 1998 (the "WARRANT AGREEMENT"), among American Mobile Satellite Corporation, as issuer (the "HOLDINGS"), and State Street Bank and Trust Company, as Warrant Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement. ______________, 19___ ________________________(the "TRANSFEROR") owns and proposes to transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in the amount of ___________ Signature Signature Guaranteedin such Warrant[s] or interests (the "TRANSFER"), to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY] 1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE ---------------------------------------------------------------------- 144A GLOBAL WARRANT OR A DEFINITIVE WARRANT PURSUANT TO RULE 144A. The Transfer ----------------------------------------------------------------- is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (Signatures must be guaranteed by the "SECURITIES ACT"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Warrant is being transferred to a commercial bank Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or trust company Definitive Warrant for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a member firm "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking United States. Upon consummation of the appropriate boxes that: (1) proposed Transfer in accordance with the Rights evidenced by this Rights Certificate / / are / / are not being exercised by terms of the Warrant Agreement, the transferred beneficial interest or Definitive Warrant will be subject to the restrictions on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined transfer enumerated in the Rights Agreement); Private Placement Legend printed on the 144A Global Warrant and/or the Definitive Warrant and (in the Warrant Agreement and the Securities Act. 2) after due inquiry and to the best knowledge of the undersigned. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE ---------------------------------------------------------------------- TEMPORARY REGULATION S GLOBAL WARRANT, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)THE REGULATION S GLOBAL WARRANT OR A ---------------------------------------------------------------------------

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Cayenne Software, Inc.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to purchase _____________ shares of Common Stock ("Common Stock"), $.01 par value per share, of Cayenne Software, Inc. and encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ Dated:_________________, 19,___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm Name of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Holder:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHMEDEX, INC. : The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ identifying number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be be, registered in the name of and delivered to: 73 Please insert social security or other taxpayer identification number:identifying number ________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:__________________, 19___ ________________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / [ ] are / / [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in pursuant to the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / [ ] did / / [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such an Acquiring Person. Dated: :__________________, 19 ---------------- --- ---------------------------------- 19___ ______________________________ Signature Signature Guaranteed: 74 NOTICE The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. 75 Exhibit B --------- SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On October 12, 1995, the Board of Directors of Medex, Inc. (Signatures must the "Company") declared a dividend distribution of one Right ("Right") for each outstanding share of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), to shareholders of record at the close of business on October 26, 1995 ("Record Date"). Each Right entitles the registered holder to purchase from the Company one share of Common Stock, par value $0.01 per share, at a Purchase Price of $60 ("the Purchase Price"), subject to adjustment. The Purchase Price shall be guaranteed paid in cash. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Huntington National Bank, as Rights Agent ("Rights Agent"). Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after October 26, 1995 will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on October 26, 2005, unless earlier redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that, at any time following the Distribution Date, (i) the Company is the surviving corporation in a merger with an Acquiring Person or an associate or affiliate of an Acquiring Person and its Common Stock is not changed or exchanged, or (ii) a person or group 76 of affiliated or associated persons becomes the beneficial owner of 20% or more of the then outstanding shares of Common Stock (except pursuant to a tender offer or exchange offer for all outstanding shares of Common Stock approved by a commercial bank majority of the Board of Directors who are not associated with an Acquiring Person, the "Continuing Directors"), or trust (iii) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), or (iv) in the event of certain transactions between an Acquiring Person or an Affiliate of an Acquiring Person and the Company, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right (or, in certain circumstances, cash, property or other securities of the Company) or in certain circumstances each holder of a Right, for each Right held, will have the right to purchase one share of Common Stock for a price equal to $1.00. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. Notwithstanding any of the foregoing, following an occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were beneficially owned by an Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of any of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $100 worth of Common Stock (or other consideration, as noted above) for $50. Assuming that the Common Stock had a per share value of $10.00 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $50. Fractional shares will not be issued. In lieu of fractional shares of Common Stock, the Company may pay to the registered holder of Rights Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Common Stock. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than a merger described in the second preceding paragraph), (ii) the Company is the surviving corporation in a merger or consolidation with another person and all or part of its Common Stock is changed or exchanged, or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The Purchase Price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a member firm subdivision, combination 77 or reclassification of, the Common Stock, (ii) if holders of the New York Common Stock Exchangeare granted certain rights or warrants to subscribe for Common Stock or convertible securities at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular semiannual cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time until ten (10) days following the Stock Acquisition Date (as such period may be extended by the Company pursuant to the Rights Agreement), the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right provided that in certain circumstances such redemption will require the concurrence of a majority of the Continuing Directors. After this 10-day period has expired, this right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. After the above 10-day period expires and prior to the occurrence of a Triggering Event, the Company may redeem the Rights provided that such redemption is incidental to a merger, consolidation or other business combination involving the Company or a reorganization or restructuring of the Company which is approved by a majority of the Continuing Directors. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented evidenced by the Rights Right Certificate.) ToTo Sequa Corporation: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Right Certificate to purchase the Units shares of Junior Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person Person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ _____________________identifying number __________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ______________________identifying number _________________________________________________________ (Please print name and address) _________________________________________________________ Dated: ___________________, ____ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE JUNIOR PREFERRED STOCK The Board of Directors of Sequa Corporation (Signatures must be guaranteed by the "Company") has declared a commercial bank or trust company or a member firm dividend distribution of one Right for each outstanding share of Class A Common Stock, no par value, and Class B Common Stock, no par value (the "Class A Common Stock" and "Class B Common Stock," respectively and together, the "Common Stock"), of the New York Stock Exchange.) 52 Certificate Company. The undersigned hereby certifies by checking distribution is payable to holders of record on December 1, 2000 (the appropriate boxes that: "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $1.00 par value (1) the "Junior Preferred Stock"), at a price of $200.00 per one one- thousandth of a share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights evidenced by this are set forth in a Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person Agreement (as such terms are defined in the "Rights Agreement") between the Company and The Bank of New York, as Rights Agent (the "Rights Agent"); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number:_________________________________________________ __________________________________________ (Please print name and address) __________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _________________________________________________ Dated:_______________________________ Signature_________________________________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate ----------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________________________ Dated:_________________, 19___ _______Signature____________________________ Signature Signature Guaranteed: (Signatures The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must be guaranteed by a commercial bank conform to the name as written upon the face of this Right Certificate in every particular, without alteration or trust company enlargement or a member firm any change whatsoever. In the event the certification set forth above in the Form of Assignment or the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking Form of Election to Purchase, as the appropriate boxes that: (1) case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Right Certificate / / are / / are not being exercised by or on behalf of a Person who is or was to be an Acquiring Person or an Affiliate or Associate of any such Person thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On _____ __, 1999, the Board of Directors of LifePoint Hospitals, Inc. (the "Company") authorized and declared the issuance of one preferred share purchase right (a "Right") for each share of common stock, par value $.01 per share (the "Common Shares"); and (2) after due inquiry and to the best knowledge , of the undersignedCompany to be issued in the distribution of Common Shares (the "Spin-Off" as described in the Registration Statement on Form 10 (____________) dated ________ __, it / / did / / did not acquire 1999 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $.01 per share (the "Preferred Shares"), at a price of $____ per one one- thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights evidenced by this are set forth in a Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: Agreement (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange"Rights Agreement") between the Company and ______________ as Rights Agent (the "Rights Agent").)

FORM OF ELECTION TO PURCHASE. (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHBHA GROUP, INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Rights Certificate to purchase the Units of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person or other property which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ ------------------------------------------------------------------------------- (Please print name and address) _________------------------------------------------------------------------------------- Please insert social security or other identifying number: ______________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ ------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ _________------------------------------------------------------------------------------- Please insert social security or other identifying number: ______________________________________________________________________ Dated:____: _____________, 19__199_ ___________________________________ ----------------------------------- Signature Signature Guaranteed: EXHIBIT B EXHIBIT 4.1 SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On December 13, 1995, the Board of Directors of BHA Group, Inc. (Signatures must be guaranteed the "Company") declared a distribution of one Right for each outstanding share of Class A Common Stock, par value $.01 per share (the "Company Common Stock"), to stockholders of record at the close of business on December 26, 1995 and for each share of Company Common Stock issued (including shares distributed from the treasury) by a commercial bank or trust company or a member firm the Company thereafter and prior to the Distribution Date. Each Right entitles the registered holder, subject to the terms of the New York Rights Agreement (as defined below), to purchase from the Company one tenth of a share (a "Unit") of Company Common Stock, at a Purchase Price of $7.00 per Unit, subject to adjustment. The Purchase Price is payable in cash or by certified or bank check or money order payable to the order of the Company. The description and terms of the Rights are set forth in a Rights Agreement between the Company and Boatmen's Trust Company, as Rights Agent (the "Rights Agreement"). The Rights Agreement Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock Exchange.and the Distribution Date will occur upon the earlier of (i) 52 Certificate The undersigned hereby certifies 10 business days (or such later date as may be determined by checking action of the appropriate boxes that: Board of Directors) following a public announcement (1the date of such announcement being the "Stock Acquisition Date") that a person or group of affiliated or associated persons (other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or such Subsidiary) (an "Acquiring Person") has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of 20% or more of the then outstanding shares of Company Common Stock (provided that such person or group remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock on such date), and (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of the then outstanding shares of Company Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by this Company Common Stock certificates and will be transferred with and only with such Company Common Stock certificates, (ii) new Company Common Stock certificates issued after December 26, 1995 (also including shares distributed from the treasury) will contain a notation incorporating the Rights Certificate / / are / / Agreement by reference and (iii) the surrender for transfer of any certificates representing outstanding Company Common Stock will also constitute the transfer of the Rights associated with the Company Common Stock represented by such certificates. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on the tenth anniversary of the Rights Agreement unless earlier redeemed by or the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Company Common Stock as of the close of business on behalf of the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. In the event that (i) the Company is the surviving corporation in a Person who is or was merger with an Acquiring Person and shares of Company Common Stock shall remain outstanding, (ii) a Person becomes the beneficial owner of 20% or more of the then outstanding shares of Company Common Stock and remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock as of the Distribution Date, (iii) an Affiliate Acquiring Person engages in one or Associate of any such Person (more "self-dealing" transactions as such terms are defined set forth in the Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., by means of a reverse stock split or recapitalization); , then, in each such case, each holder of a Right will thereafter have the right to receive, upon exercise and for the "adjusted exercise price" (2as defined below), Units of Company Common Stock (or preferred stock, cash, property or other securities of the Company) after due inquiry having a value equal to two times the adjusted exercise price of the Right. The adjusted exercise price is an amount equal to ten times the then current Purchase Price (as it may have been adjusted from time to time in accordance with the Rights Agreement). Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date and without the prior approval of the Board of Directors, (i) the Company is acquired in a merger or other business combination transaction and the Company is not the surviving corporation (other than a merger described in the preceding paragraph), (ii) any Person consolidates or merges with the Company and all or part of the Company Common Stock is converted or exchanged for securities, cash or property of any other Person or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as described above) shall thereafter have the right to receive, upon exercise and for the adjusted exercise price, common stock of the Acquiring Person having a value equal to two times the adjusted exercise price of the Right. The Purchase Price payable, and the number of Units of Company Common Stock issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Company Common Stock, (ii) if holders of the Company Common Stock are granted certain rights or warrants to subscribe for Company Common Stock or convertible securities at less than the current market price of the Company Common Stock, or (iii) upon the distribution to the best knowledge holders of the undersignedCompany Common Stock of evidences or indebtedness, it / / did / / did cash or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. The Company is not acquire required to issue fractional shares of Company Common Stock. In lieu thereof, an adjustment in cash may be made based on the market price of the Company Common Stock prior to the date of exercise. At any time until the Distribution Date, a majority of the Board of Directors may redeem the Rights evidenced by this Rights Certificate from any Person who isin whole, was or became an Acquiring Person or an Affiliate or Associate but not in part, at a price of any $.01 per Right (subject to adjustment in certain events) (the "Redemption Price"), payable, at the election of such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm majority of the New York Stock ExchangeBoard of Directors, in cash or shares of Company Common Stock. Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _______ shares of Common Stock and herewith tenders payment for such shares to the order of Holdings in the amount of $______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Warrant Agreement in which case the holder shall tender Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon, to the date of exercise equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate for such shares be registered in the name of _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:_________________, whose address is _______________________________ and that such shares be delivered to ________________ whose address is _________________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is _____________________ (Please print name and address) . Date: _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ______________________________________________________ (Signature) __________________________ (Please print name and addressSignature Xxxxxxxxxx) _________________________________________________________________________SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be 335,000. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: Decrease in Increase in Total Number of Number of Number of Warrants Warrants Warrants Evidenced by this Date of Evidenced by Evidenced by Global Warrant Notation Made Decrease/ this Global this Global Following such by or on Behalf Increase Warrant Warrant Decrease/ Increase of Warrant Agent -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- X0-0 XXXXXXX X0 XXXX XX XXXXXXX [Face of Warrant Certificate] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO (A) OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO HOLDINGS, (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI") THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE WARRANT AGENT, AND, IN THE CASE OF ANY TRANSFER TO ANY IAI OF SECURITIES ENTITLING THE HOLDER TO PURCHASE 10,000 OR FEWER SHARES OF COMMON STOCK, AN OPINION OF COUNSEL IF HOLDINGS SO REQUESTS OR (6) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF HOLDINGS SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE WARRANT AGREEMENT, (II) THIS GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.6(a) OF THE WARRANT AGREEMENT, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE WARRANT AGREEMENT FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE WARRANT AGENT AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF HOLDINGS. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL WARRANT, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED WARRANTS, ARE AS SPECIFIED IN THE WARRANT AGREEMENT. NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL WARRANT SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. NOTWITHSTANDING ANY PROVISIONS OF THIS WARRANT OR ANY OTHER DOCUMENT TO THE CONTRARY, IN THE EVENT THAT THE CONSENT OF THE FEDERAL COMMUNICATIONS COMMISSION ("FCC") TO THE EXERCISE OF THIS WARRANT IS REQUIRED TO BE OBTAINED PRIOR TO SUCH EXERCISE, THIS WARRANT SHALL NOT BE EXERCISABLE UNLESS AND UNTIL SUCH FCC CONSENT SHALL HAVE BEEN OBTAINED. IN THE EVENT THAT THIS WARRANT IS INTENDED TO BE EXERCISED AND SUCH FCC CONSENT IS REQUIRED TO BE OBTAINED, HOLDINGS AND THE HOLDER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN SUCH FCC CONSENT PROMPTLY. NOTWITHSTANDING ANY PROVISIONS OF THIS WARRANT OR ANY OTHER DOCUMENT TO THE CONTRARY, INCLUDING BUT NOT LIMITED TO THE PRECEDING PARAGRAPH, THIS WARRANT SHALL NOT BE EXERCISABLE IN THE EVENT THAT SUCH EXERCISE WOULD CAUSE THE AGGREGATE ALIEN OWNERSHIP OR VOTING INTEREST IN HOLDINGS TO INCREASE TO ANY LEVEL ABOVE 24.5%, AS DETERMINED BY APPLICABLE FCC RULES, REGULATIONS, AND POLICIES, IT BEING WELL UNDERSTOOD THAT THIS WARRANT SHALL NOT BE EXERCISABLE IN THE EVENT THAT SUCH ALIEN OWNERSHIP OR VOTING INTEREST ALREADY EXCEEDS 24.5%, IT BEING FURTHER UNDERSTOOD THAT IN NO EVENT SHALL HOLDINGS BE REQUIRED HEREUNDER TO SEEK FCC CONSENT TO EXCEED FCC ALIEN OWNERSHIP OR VOTING LIMITATIONS APPLICABLE TO HOLDINGS. EXERCISABLE ON OR AFTER THE SEPARATION DATE No. ______ _______________________________________________________________________________ Dated:___Warrants Warrant Certificate AMERICAN MOBILE SATELLITE CORPORATION This Warrant Certificate certifies that ______________, 19___ ___________________________________ Signature Signature Guaranteed: or registered assigns, is the registered holder of Warrants expiring April 1, 2008 (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange."WARRANTS") 52 Certificate The undersigned hereby certifies by checking to purchase Common Stock. Each Warrant entitles the appropriate boxes that: (1) holder upon exercise to receive from Holdings commencing on the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person Separation Date (as such terms are defined in the Rights Warrant Agreement); ) until 5:00 p.m. New York City Time on April 1, 2008, the number of fully paid and nonassessable Warrant Shares as set forth in the Warrant Agreement, subject to adjustment as set forth in Section 8 of the Warrant Agreement, at the initial exercise price (2the "EXERCISE PRICE") of $12.51 per share payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. Notwithstanding the foregoing, Warrants may be exercised without the exchange of funds pursuant to the net exercise provisions of Section 4 of the Warrant Agreement. The Exercise Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after due inquiry 5:00 p.m., New York City Time on April 1, 2008, and to the best knowledge extent not exercised by such time such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate State of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock ExchangeYork.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _____the right, represented by this Warrant Certificate, to receive __________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting and herewith tenders payment for such Units be issued shares to the order of the Company in the name amount of and delivered to: Please insert social security or other taxpayer identification number:__________________$______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 6 of the Warrant Agreement in which case the holder shall receive such number of Warrant Shares equal to the product of (A) the number of Warrant Shares for which this Warrant Certificate is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (B) the Cashless Exercise Ratio (as defined in the Warrant Agreement). The undersigned requests that a certificate for such shares be registered in the name of _______________________________, whose address is _______________________ and that such shares be delivered to ________________ whose address is ______________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of __________________ (Please print name and address) , whose address is ____________________, and that such Warrant Certificate be delivered to _________________, whose address is __________________. Date: _______________________________________________________, ____ If such number ------------------------------ (Signature) ------------------------------ (Signature Guaranteed) EXHIBIT A FORM OF PURCHASER LETTER Insilco Holding Co. 000 Xxxxx Xxxxx X. Xxx 0000 Xxxxxx, Xxxx 00000 Telephone: (000) 000-0000 Attention: Xxxxxxx X. Xxxx, Esq. National City Bank Corporate Trust Administration 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Telephone: (000) 000-0000 Attention: J. Xxxx Xxxxxxx Re: Warrants to Purchase Common Stock of rights shall not be all the Rights evidenced by this Rights CertificateSilkworm Acquisition Corporation, a new Rights Certificate for Delaware corporation (CUSIP: 457661 12 2). Reference is hereby made to the balance Warrant Agreement, dated as of such Rights August 17, 1998 (the "Warrant Agreement"), among Silkworm Acquisition Corporation, as assumed by Insilco Holding Co. (the "Issuer"), and National City Bank, as warrant agent. Capitalized terms used but not defined herein shall be registered have the meanings given to them in the name Warrant Agreement. In connection with our proposed purchase of and delivered toWarrants or Warrant Shares: Please insert social security or other taxpayer identification numberwe confirm that:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented of the Class A Warrants evidenced by this Rights the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment for such Warrant Shares in an amount determined in accordance with the Units issuable upon the exercise terms of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and Warrant Agreement. The undersigned requests that the certificates for shares of Common Stock (or other securities) constituting a certificate representing such Units Warrant Shares be issued registered in the name of , whose address is and that such certificate be delivered toto , whose address is . If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is . Dated: Please insert social security or other taxpayer identification number:________________________ _______________________________________, Name of holder of Warrant Certificate: ________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered toAddress: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _________________________________ Federal Tax ID No.: _________________________ Signature: ________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed. Dated:_______________: , CLASS B WARRANT AGREEMENT (“Agreement”), dated as of November __, 19___ _______________2010, by and between Suspect Detection Systems, Inc., a Delaware corporation (the “Company”), and ____________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such “Warrantholder”). Certain capitalized terms used herein are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge Section 15 hereof. In consideration of the undersignedmutual terms, it / / did / / did not acquire conditions, representations, warranties and agreements herein set forth, and for other good and valuable consideration, the Rights evidenced by this Rights Certificate from any Person who isreceipt and sufficiency of which is hereby acknowledged, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)parties hereto hereby agree as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights represented by the Rights Right Certificate.) To: SERV-TECHDH Apparel Company, INC. Inc.: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Right Certificate to purchase the Units shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert social security or other identifying number) If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) ___________________________________ (Please insert social security or other identifying number) Dated: __________________________________________, 20___ __________________________________________________________ Signature Signature Guaranteed:______________________ Dated:_________________Exhibit B DH APPAREL COMPANY, 19___ ___________________________________ Signature Signature Guaranteed: INC. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On January 20, 2000, the Board of Directors of DH Apparel Company, Inc. (Signatures must be guaranteed by the "Company") declared a commercial bank or trust company or a member firm dividend distribution of one Common Stock Purchase Right for each outstanding share of Common Stock of the New York Company to stockholders of record at the close of business on January 20, 2000. Each Right entitles the registered holder to purchase from the Company one quarter share of Common Stock, $0.01 par value per share (the "Common Stock"), at a cash exercise price of $10.00 per quarter share, subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Rights Agreement between the Company and First Union National Bank, as Rights Agent. Initially, the Rights will not be exercisable, will be attached to all outstanding shares of Common Stock, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock Exchangeand a Distribution Date will occur upon the earliest of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (other than an Exempt Person as defined in the Agreement) has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock (the date of said announcement being referred to as the "Share Acquisition Date") and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a Person or group owning 20% or more of the outstanding shares of Common Stock. Pursuant to the terms of his employment, the Company's President, Chairman and Chief Executive Officer, Xxxxxx X. Xxxxxx, Xx.) 52 Certificate The undersigned hereby certifies , has the right to purchase up to 1,000,000 shares of the Common Stock on a date six months after the "spin-off" of the Company from its initial parent company, Delta Woodside Industries, Inc. Notwithstanding the other provisions of this paragraph, the exercise of this right will not by checking itself, cause Xx. Xxxxxx to become an Acquiring Person. Until the appropriate boxes that: Distribution Date (1or earlier redemption or expiration of the Rights), (a) the Rights will be evidenced by this the Common Stock certificates and will be transferred only with such Common Stock certificates, (b) new Common Stock certificates issued after January 20, 2000 will contain a notation incorporating the Shareholder Rights Certificate / / are / / Agreement by reference, and (c) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on January 20, 2010 unless previously redeemed by or the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on behalf the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that (i) a Person who acquires beneficial ownership of 20% or more of the Company's Common Stock, (ii) the Company is or was the surviving corporation in a merger with an Acquiring Person or an any Affiliate or Associate of an Acquiring Person and the Common Stock is not changed or exchanged, (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the Shareholder Rights Agreement, or (iv) an event occurs that results in an Acquiring Person's ownership interest being increased by more than 1%, proper provision will be made so that each holder of a Right will thereafter have the right to receive upon exercise thereof at the then current exercise price, that number of shares of Common Stock (or in certain circumstances, cash, property, or other securities of the Company) having a market value of two times such exercise price. However, the Rights are not exercisable following the occurrence of any of the events set forth above until the time the Rights are no longer redeemable as set forth below. Notwithstanding any of the foregoing, upon any of the events set forth above, rights that are or were beneficially owned by an Acquiring Person shall become null and void. In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right. At any time after any person becomes an Acquiring Person and prior to such Person the time such Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights that have become void), in whole or in part, at the exchange rate of one quarter share of Common Stock per Right, subject to adjustment as such terms are defined provided in the Rights Agreement. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if all holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the current market price of the Common Stock, or (iii) upon the distribution to all holders of the Common Stock of evidence of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Common Stock will be issued upon exercise of a Right and, in lieu thereof, a payment , in cash will be made based on the fair market value of the Common Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the close of business on the tenth day after the Share Acquisition Date or the final expiration Date of the Rights (whichever is earlier); provided that under certain circumstances, the Rights may not be redeemed unless there are Disinterested Directors in office and (2) after due inquiry and to such redemption is approved by a majority of such Disinterested Directors. After the best knowledge redemption period has expired, the Company's right of redemption may be reinstated upon the approval of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became Board of Directors if an Acquiring Person reduces his beneficial ownership to 10% or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm less of the New York outstanding shares of Common Stock Exchangein transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Daw Technologies, Inc.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase shares of common stock, $.01 par value per share, of Daw Technologies, Inc. (the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights"Common Stock") and requests that , if such Holder is not utilizing the certificates cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------- -------------------------------------------------------------------------------- (or other securitiesPlease print name and address) constituting such Units If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- ---------------------------------- Signature Signature GuaranteedName of Holder: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)--------- -----

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo HEARx Ltd.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase shares of common stock, $.10 par value per share, of HEARx Ltd. (the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights"Common Stock") and requests that , if such Holder is not utilizing the certificates cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------- -------------------------------------------------------------------------------- (or other securitiesPlease print name and address) constituting such Units The undersigned represents and warrants it is an accredited investor under Rule 501(a) under the Securities Act of 1933, as amended. If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- ---------------------------------- Name of Holder: --------- ---- (Print) ----------------------------------- (By:) ------------------------------------- (Name:) (Title:) (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock Exchange.Warrant)

FORM OF ELECTION TO PURCHASE. (To be executed by the Holder if holder he desires to exercise Rights represented Warrants evidenced by the Rights within Warrant Certificate.) ToTo Odyssey Marine Exploration, Inc.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented Warrants, evidenced by this Rights the within Warrant Certificate for, and to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________thereunder, ________________ ___________________________________________________________________full shares of Common Stock issuable upon exercise of said Warrants and delivery of $____________ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________): ________________________________________________________________ _______________________________________________________________________________ Dated:________________________________ _____________________________ (Social Security or Tax ID #) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, 19the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: _____________________________________________________________ _____________________________________________________________ Signature (Please print name and address) Dated: ____________________ Signature: ________________________ NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that__________________________________________ SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersignedNEW YORK STOCK EXCHANGE, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who isPACIFIC COAST STOCK EXCHANGE, was or became an Acquiring Person or an Affiliate or Associate of any such PersonAMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)EXHIBIT C Section

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Warrant Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHAIMS Worldwide, INC. The Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of AIMS Worldwide, Inc. and encloses one warrant and $_________ for each Warrant Share being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and Warrant. The undersigned requests that the certificates for the shares of Common Stock (or other securities) constituting such Units issuable upon this exercise be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:__________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of Common Stock issuable upon this exercise shall not be all of the Rights shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) Dated:: _________________, 19_____________ Name of Warrant Holder: (Print) _____________________________________ (By:) ______________________________________ (Name:) _____________________________________ (Title:) _____________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of Warrant Holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Warrant

FORM OF ELECTION TO PURCHASE. (To be executed Be Executed if holder desires Holder Desires to exercise Rights represented Exercise Warrants Evidenced by the Rights This Warrant Certificate.) To: SERV-TECHTO COASTWIDE ENERGY SERVICES, INC. .: The undersigned hereby irrevocably elects to exercise _________ Warrants evidenced by this Warrant Certificate to purchase full shares of Common Stock issuable upon exercise of said Warrants, and hereby makes payment in full of the Warrant Price of such shares and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:___________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such and, if said number of rights Warrants shall not be all the Rights Warrants evidenced by this Rights Warrant Certificate, requests that a new Rights Warrant Certificate for evidencing the balance of such Rights shall Warrants not so exercised be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ____________________to ___________________________________________________________ (Please print name and address) ___________________________________________________________ Dated: _________, 19_____ Signature ________________ NOTICE: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed. If the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature Guaranteed: ___________________ _______________________________________________________________________________ Dated:_________________COASTWIDE ENERGY SERVICES, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such PersonINC. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)WARRANT "B" ISSUE FEE SCHEDULE Service Description Fee

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise Rights represented by the Rights Certificate.) ToTO VITALWORKS INC.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (such share(s) be issued in the following name: Please insert social security or other securitiesidentifying number: ______________________________________ _______________________________________________________________________________ (Please print name and address) constituting _______________________________________________________ If such Units number of Rights shall not be issued all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:: ______________________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered toDated: Please insert social security or other taxpayer identification number:____________________, ____ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature (Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the fact of this Rights Certificate) Signature Guaranteed EXHIBIT C FORM OF CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF VITALWORKS INC. Pursuant to Section 151 of the New York Delaware General Corporation Law I, [name] , [office] of VitalWorks Inc., a corporation organized and existing under the Delaware General Corporation Law (the "Corporation"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors on December 5, 2002 adopted the following resolution which creates a series of 200,000 shares of Preferred Stock Exchange.designated as Series B Preferred Stock, as follows: RESOLVED, that pursuant to Section 151(g) 52 Certificate The undersigned hereby certifies by checking of the appropriate boxes that: (1) Delaware General Corporation Law and the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined authority vested in the Rights Agreement); and (2) after due inquiry and to the best knowledge Board of Directors of the undersignedCorporation in accordance with the provisions of ARTICLE Fourth of the Certificate of Incorporation of the Corporation, it / / did / / did not acquire a series of Preferred Stock of the Rights evidenced by this Rights Certificate from any Person who Corporation be, and hereby is, was created, and the powers, designations, preferences and relative, participating, optional or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm other special rights of the New York Stock Exchange.)shares of such series, and the qualifications, limitations or restrictions thereof, be, and hereby are, as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Possis Medical, Inc.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock ("Common Stock"), $.40 par value per share, of Possis Medical, Inc. and , if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or other securitiesofficial bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) constituting such Units for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ ------------------------------------------------------------------------------ (Please print name and address) _______________________________________________________________________________ If such number of rights shall not ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ In the event the New Warrant is to be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered issued in the name of and delivered to: Please insert social security or a person other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________than the undersigned, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm the undersigned represents that the transfer of the New York Stock Exchange.) 52 Certificate The Warrant by the undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are to such other person is pursuant to an available exemption from or in a transaction not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and subject to the best knowledge registration requirements of the undersignedSecurities Act of 1933, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Personas amended. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature GuaranteedName of Holder: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)------------ -----

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented of the Class A Warrants evidenced by this Rights the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment for such Warrant Shares in an amount determined in accordance with the Units issuable upon the exercise terms of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and Warrant Agreement. The undersigned requests that the certificates for shares of Common Stock (or other securities) constituting a certificate representing such Units Warrant Shares be issued registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ , whose address is _________________________and that such certificate be delivered to _______________, whose address is _______________. If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _______________, whose address is ________________and that such Warrant Certificate be delivered to ____________, whose address is ______________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number . Dated: , Name of rights shall not be all the Rights evidenced by this Rights holder of Warrant Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _____________________________ (Please Print) Address:___________________________________________________ Dated:_________________, 19___ _____________________________ Federal Tax ID No.:______________ Signature Signature GuaranteedSignature:_____________________ Note: (Signatures The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Personguaranteed. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: CLASS B WARRANT AGREEMENT (Signatures must be guaranteed “Agreement”), dated as of November __, 2007, by and between PCMT Corporation, a commercial bank or trust company or a member firm Delaware corporation (the “Company”), and ____________________ (“Warrantholder”). Certain capitalized terms used herein are defined in Section 15 hereof. In consideration of the New York Stock Exchange.)mutual terms, conditions, representations, warranties and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHAmtech Systems, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: -------------------------- (Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ ) --------------------------- --------------------------- --------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: -------------------------- (Please insert social security or other taxpayer identification identifying number:________________________ _______________________________________________________________________________ ) --------------------------- --------------------------- --------------------------- (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ : ------------------------ Signature ---------------------------------- Signature Guaranteed: EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On May 17, 1999, the Board of Directors of Amtech Systems, Inc. (Signatures must be guaranteed by the "Company") declared a commercial bank or trust company or dividend distribution of one Right for each share of Company Common Stock to shareholders of record at the close of business on June 9, 1999. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a member firm share of Series A Participating Preferred Stock, no par value (the "Preferred Stock"), at a Purchase Price of $8.50 per one one-hundredth of a share, subject to adjustment. The description and terms of the New York Rights are set forth in the Rights Agreement (the "Rights Agreement") between the Company and American Securities Transfer & Trust, Inc., as Rights Agent. Initially, the Rights will be attached to all Common Stock Exchange.certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier of (i) 52 Certificate The undersigned hereby certifies by checking 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the appropriate boxes that: right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (1the "Stock Acquisition Date"), or (ii) 10 business days (or such later date as the Board of Directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by this the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after June 9, 1999 will contain a notation incorporating the Rights Certificate / / are / / Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on May 16, 2009, unless earlier redeemed by or the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on behalf the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of a Person who is or was Directors, only shares of Common Stock outstanding prior to the Distribution Date will be issued with Rights. In the event that an Acquiring Person becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock (unless such acquisition is made pursuant to a tender or exchange offer for all outstanding shares of the Company, upon terms and conditions determined by a majority of the Board of Directors to be in the best interests of the Company and its shareholders (a "Qualifying Offer")), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the Exercise Price of the Right. The Exercise Price is the Purchase Price times the number of shares of Common Stock associated with each Right (initially, one). Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an Affiliate exercise price of $50 per Right, each Right not owned by an Acquiring Person (or Associate by certain related parties or transferees) following the event set forth in the preceding paragraph would entitle its holder to purchase $100 worth of Common Stock (or other consideration, as noted above) for $50. Assuming that the Common Stock had a per share market price of $10 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $50. [($50.00 x 1 Right) / ($10.00 / 50%) = $50.00 / $5.00 = 10] In the event that at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or business combination transaction in which the Company is not the surviving corporation (other than a merger consummated pursuant to a Qualifying Offer); (ii) the Company is the surviving corporation in a consolidation or merger pursuant to which all or part of the outstanding shares of Common Stock are changed or exchanged for stock or other securities of any such Person other person or cash or any other property; or (iii) more than 50% of the combined assets or earning power is sold or transferred (in each case other than certain consolidations with, mergers with and into, or sales of assets or earning power by or to subsidiaries of the Company as such terms are defined specified in the Rights Agreement); , each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise thereof, Common Stock of the acquiring company having a value equal to two times the Exercise Price of the Right. The events described in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The Purchase Price payable, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (2i) after due inquiry and in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or securities convertible into Preferred Stock at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to in (ii) immediately above). With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock are required to be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) and, in lieu thereof, the Company may make an adjustment in cash based on the market price of the Preferred Stock on the last trading date prior to the best knowledge date of exercise. At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the undersignedBoard of Directors ordering redemption of the Rights, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm will terminate and the only right of the New York Stock Exchangeholders of Rights will be to receive the $.01 redemption price.)

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise Rights represented by the Rights Right Certificate.) ToTO _____________________: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Right Certificate to purchase the Units shares of Preferred Stock issuable upon the exercise of the such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securitiessuch share(s) constituting such Units be issued in the name of and delivered tofollowing name: Please insert social security or other taxpayer identification identifying number:: __________________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification identifying number:: __________________________________________________ ________________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:____: _____________, 19___ ___________________________________ -------------------------------- Signature (Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of this Right Certificate) EXHIBIT C FORM OF CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PREFERRED STOCK OF THE GRAND UNION COMPANY Pursuant to Section 151 of the New York Delaware General Corporation Law I, Xxxxxxx X. Xxxxxxxx, the Executive Vice President and Chief Financial Officer of The Grand Union Company, a corporation organized and existing under the Delaware General Corporation Law (the "Company"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Company, the Board of Directors on April 29, 1999 adopted the following resolution which creates a series of shares of Preferred Stock Exchange.designated as Series A Junior Preferred Stock, as follows: RESOLVED, that pursuant to Section 151(g) 52 Certificate The undersigned hereby certifies by checking of the appropriate boxes that: (1) Delaware General Corporation Law and the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined authority vested in the Rights Agreement); and (2) after due inquiry and to the best knowledge Board of Directors of the undersignedCompany in accordance with the provisions of ARTICLE FOURTH of the Restated Certificate of Incorporation of the Company, it / / did / / did not acquire a series of Preferred Stock of the Rights evidenced by this Rights Certificate from any Person who Company be, and hereby is, was created, and the powers, designations, preferences and relative, participating, optional or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm other special rights of the New York Stock Exchange.)shares of such series, and the qualifications, limitations or restrictions thereof, be, and hereby are, as follows:

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHTo NeoTherapeutics, INC. The Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock ("Common Stock"), $.001 par value per share, of NeoTherapeutics, Inc. and, if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or other securitiesofficial bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) constituting such Units for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------- -------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) _______________________________________________________________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , 19 ---------------- --- Name of Holder: ---------------------- ---- (Print) ---------------------------------- (By:) ------------------------------------ (Name:) (Title:) (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock Exchange.Warrant)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of Common Stock and herewith tenders payment for such shares to the order of the Company in the amount of $______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 6 of the Warrant Agreement in which case the holder shall tender Debentures having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon, to the date of exercise (or, if such exercise takes place prior to _______________ Rights represented by this Rights Certificate , 2002, an Accreted Value (as defined in the Indenture) on the date of exercise equal to purchase the Units issuable upon the exercise Exercise Price of the Rights (or Warrants being exercised by such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and holder. The undersigned requests that the certificates a certificate for such shares of Common Stock (or other securities) constituting such Units be issued registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ ________________________________________________, whose address is _______________________________ (Please print name and address) that such shares be delivered to ________________ whose address is ______________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is _________________________, and that such Warrant Certificate be delivered to _________________, whose address is ________________________ If such number of rights shall not be all the Rights evidenced by this Rights Certificate. Date: , a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ -------------- ---- -------------------------- (Please print name and addressSignature) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature -------------------------- (Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo Brightstar Information Technology Group, Inc.: SERV-TECHIn accordance with the Warrant enclosed with this Form of Election to Purchase, INC. The the undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase shares of common stock, $.001 par value per share, of Brightstar Information Technology Group, Inc. (the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights"Common Stock") and requests that , if such Holder is not utilizing the certificates cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------ -------------------------------------------------------------------------------- (or other securitiesPlease print name and address) constituting such Units If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: -------------------------------------------------------------------------------- (Please insert social security or other taxpayer identification number:________________________ _______________________________________________print name and address) Dated: , Name of Holder: ------------ ----- Print ------------------------------------- By: -------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Signature must conform in all respects to name of holder as specified on the face of the Warrant FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ (Please print name and address) the right represented by the within Warrant to purchase ________________________________________________________________ shares of Common Stock of Brightstar Information Technology Group, Inc. to which the within Warrant relates and appoints ________________ If such attorney to transfer said right on the books of Brightstar Information Technology Group, Inc. with full power of substitution in the premises. Dated: ---------------, ---- --------------------------------------- Signature must conform in all respects to name of holder as specified on the face of the Warrant --------------------------------------- Address of Transferee --------------------------------------- --------------------------------------- In the presence of: -------------------------- NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. Dated: March 10, 2000 Brightstar Information Technology Group, Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, Montrose Investments, Ltd. or its registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company the total number of rights shall not be all shares of common stock, $.001 par value per share (the Rights evidenced by this Rights Certificate"Common Stock"), of the Company (each such share, a new Rights Certificate "Warrant Share" and all such shares, the "Warrant Shares") calculated pursuant to Section 3 of this Warrant (subject to adjustment for certain events as set forth herein) at an exercise price equal to $.001 per share (as adjusted from time to time as provided in Section 8, the balance of such Rights shall be registered "Exercise Price"), at the times set forth herein through and including the 30th Trading Day (as defined in Exhibit A) following the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ Third Vesting Date (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________as defined herein), 19___ ___________________________________ Signature Signature Guaranteed: plus an additional Trading Day for each Trading Day during a Blocking Period (Signatures must be guaranteed by a commercial bank or trust company or a member firm as defined in Section 4 of the New York Stock Exchange.Registration Rights Agreement) 52 Certificate The undersigned hereby certifies by checking (the appropriate boxes that: "Expiration Date"), and subject to the following terms and conditions (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such certain terms used herein are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Exhibit A attached hereto):

FORM OF ELECTION TO PURCHASE. (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECHBHA GROUP, INC. The undersigned hereby irrevocably elects to exercise ________________________ Rights represented by this Rights Certificate to purchase the Units of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person or other property which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Please insert social security or other identifying number: ______________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ ____________________________Please insert social security or other identifying number: ___________________________________________________ Dated:____: _____________, 19__199_ ___________________________________ Signature Signature Guaranteed: EXHIBIT 4.1 EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On December 13, 1995, the Board of Directors of BHA Group, Inc. (Signatures must be guaranteed the "Company") declared a distribution of one Right for each outstanding share of Class A Common Stock, par value $.01 per share (the "Company Common Stock"), to stockholders of record at the close of business on December 26, 1995 and for each share of Company Common Stock issued (including shares distributed from the treasury) by a commercial bank or trust company or a member firm the Company thereafter and prior to the Distribution Date. Each Right entitles the registered holder, subject to the terms of the New York Rights Agreement (as defined below), to purchase from the Company one tenth of a share (a "Unit") of Company Common Stock, at a Purchase Price of $7.00 per Unit, subject to adjustment. The Purchase Price is payable in cash or by certified or bank check or money order payable to the order of the Company. The description and terms of the Rights are set forth in a Rights Agreement between the Company and Boatmen's Trust Company, as Rights Agent (the "Rights Agreement"). The Rights Agreement Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock Exchange.and the Distribution Date will occur upon the earlier of (i) 52 Certificate The undersigned hereby certifies 10 business days (or such later date as may be determined by checking action of the appropriate boxes that: Board of Directors) following a public announcement (1the date of such announcement being the "Stock Acquisition Date") that a person or group of affiliated or associated persons (other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or such Subsidiary) (an "Acquiring Person") has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of 20% or more of the then outstanding shares of Company Common Stock (provided that such person or group remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock on such date), and (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of the then outstanding shares of Company Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by this Company Common Stock certificates and will be transferred with and only with such Company Common Stock certificates, (ii) new Company Common Stock certificates issued after December 26, 1995 (also including shares distributed from the treasury) will contain a notation incorporating the Rights Certificate / / are / / Agreement by reference and (iii) the surrender for transfer of any certificates representing outstanding Company Common Stock will also constitute the transfer of the Rights associated with the Company Common Stock represented by such certificates. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on the tenth anniversary of the Rights Agreement unless earlier redeemed by or the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Company Common Stock as of the close of business on behalf of the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. In the event that (i) the Company is the surviving corporation in a Person who is or was merger with an Acquiring Person and shares of Company Common Stock shall remain outstanding, (ii) a Person becomes the beneficial owner of 20% or more of the then outstanding shares of Company Common Stock and remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock as of the Distribution Date, (iii) an Affiliate Acquiring Person engages in one or Associate of any such Person (more "self-dealing" transactions as such terms are defined set forth in the Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., by means of a reverse stock split or recapitalization); , then, in each such case, each holder of a Right will thereafter have the right to receive, upon exercise and for the "adjusted exercise price" (2as defined below), Units of Company Common Stock (or preferred stock, cash, property or other securities of the Company) after due inquiry having a value equal to two times the adjusted exercise price of the Right. The adjusted exercise price is an amount equal to ten times the then current Purchase Price (as it may have been adjusted from time to time in accordance with the Rights Agreement). Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date and without the prior approval of the Board of Directors, (i) the Company is acquired in a merger or other business combination transaction and the Company is not the surviving corporation (other than a merger described in the preceding paragraph), (ii) any Person consolidates or merges with the Company and all or part of the Company Common Stock is converted or exchanged for securities, cash or property of any other Person or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as described above) shall thereafter have the right to receive, upon exercise and for the adjusted exercise price, common stock of the Acquiring Person having a value equal to two times the adjusted exercise price of the Right. The Purchase Price payable, and the number of Units of Company Common Stock issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Company Common Stock, (ii) if holders of the Company Common Stock are granted certain rights or warrants to subscribe for Company Common Stock or convertible securities at less than the current market price of the Company Common Stock, or (iii) upon the distribution to the best knowledge holders of the undersignedCompany Common Stock of evidences or indebtedness, it / / did / / did cash or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. The Company is not acquire required to issue fractional shares of Company Common Stock. In lieu thereof, an adjustment in cash may be made based on the market price of the Company Common Stock prior to the date of exercise. At any time until the Distribution Date, a majority of the Board of Directors may redeem the Rights evidenced by this Rights Certificate from any Person who isin whole, was or became an Acquiring Person or an Affiliate or Associate but not in part, at a price of any $.01 per Right (subject to adjustment in certain events) (the "Redemption Price"), payable, at the election of such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm majority of the New York Stock ExchangeBoard of Directors, in cash or shares of Company Common Stock. Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) ToTo RoweCom Inc.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise __purchase _____________ Rights represented by this Rights Certificate to purchase shares of common stock, $.01 par value per share, of RoweCom Inc. (the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights"Common Stock") and requests that , if such Holder is not utilizing the certificates for shares of Common Stock (or other securities) constituting such Units be issued cashless exercise provisions set forth in the name of and delivered to: Please insert social security or other taxpayer identification number:this Warrant, encloses herewith $_______________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- (Please print name and address) Dated: __________ _______________________________________________, Name of Holder: (Print) (By:) (Name:) (Title:) (Signature must conform in all respects to name of holder as specified on the face of the Warrant) FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ (Please print name and address) the right represented by the within Warrant to purchase ________________________________________________________________ shares of Common Stock of RoweCom Inc. to which the within Warrant relates and appoints ________________ If such number attorney to transfer said right on the books of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance RoweCom Inc. with full power of such Rights shall be registered substitution in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Personpremises. Dated: ---------------, 19 ---------------- --- ---------------------------------- ---- --------------------------------------- (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of holder as specified on the face of the New York Stock ExchangeWarrant) --------------------------------------- Address of Transferee --------------------------------------- --------------------------------------- In the presence of: -------------------------- ANNEX A ------------------------------------------------------------------------------- Date Number of Warrant Number of Warrant Number of Shares Available Shares Exercised Warrant to be Exercised Shares Remaining to be Exercised ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Exhibit 10.4(b) NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ROWECOM INC. WARRANT Warrant No. 2 Dated: September 12, 2000 RoweCom Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, Montrose Investments Ltd. or its registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company 101,968 shares of common stock, $.01 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $7.2676 per share (as adjusted from time to time as provided in Section 8, the "Exercise Price"), at any time and from time to time from and after the date hereof and through and including September 12, 2005 (the "Expiration Date"), and subject to the following terms and conditions: This Warrant is issued pursuant to the Convertible Debenture Purchase Agreement (the "Purchase Agreement") dated as of September 12, 2000, by and among the Company and the original Holder.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights represented by the Rights Right Certificate.) To: SERV-TECH, INC. Carolina First Corporation: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Right Certificate to purchase the Units shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for such shares of Common Stock be issued in the name of: ---------------------------------------------------------------- (Please print name and address) --------------------------------- (Please insert social security or other securitiesidentifying number) constituting If such Units number of Rights shall not be issued all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: ---------------------------------------------------------------- (Please print name and address) ---------------------------------- (Please insert social security or other taxpayer identification identifying number) ----------------------------------- Signature Signature Guaranteed:________________________ _______________________________________________________________________________ Exhibit B CAROLINA FIRST CORPORATION SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On November 9, 1993, the Board of Directors of Carolina First Corporation (Please print name the "Company") declared a dividend distribution to stockholders of record at the close of business on November 24, 1993 of one Common Stock Purchase Right for each outstanding share of Company's Common Stock. Each Right entitles the registered holder to purchase from the Company one half share of Common Stock, par value $1.00 per share (the "Common Stock"), at a cash exercise price of $18.00), subject to adjustment. The description and address) _______________________________________________________________________________ If such number terms of rights shall the Rights are set forth in a Shareholder Rights Agreement between the Company and Carolina First Bank, as Rights Agent. Initially, the Rights will not be exercisable and will be attached to all outstanding shares of Common Stock. No separate Right Certificates will be distributed. The Rights will separate from the Rights evidenced by this Rights Certificate, Common Stock and a new Rights Certificate for Distribution Date will occur upon the balance earliest of such Rights shall be registered in the name (i) 10 days following a public announcement that a person or group of and delivered to: Please insert social security affiliated or other taxpayer identification number:________________________ _______________________________________________________________________________ associated persons (Please print name and addressan "Acquiring Person") _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank has acquired beneficial ownership of 20% or trust company or a member firm more of the New York outstanding shares of Common Stock Exchange.(the date of said announcement being referred to as the "Share Acquisition Date") 52 Certificate The undersigned hereby certifies by checking and (ii) 10 business days following the appropriate boxes that: commencement of a tender offer or exchange offer that would result in a Person or group owning 20% or more of the outstanding shares of Common Stock. Until the Distribution Date (1or earlier redemption or expiration of the Rights), (a) the Rights will be evidenced by this the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (b) new Common Stock certificates issued after November 24, 1993 will contain a notation incorporating the Shareholder Rights Certificate / / are / / Agreement by reference, and (c) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not being exercised exercisable until the Distribution Date and will expire at the close of business on November 24, 2003, unless previously redeemed by or the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on behalf the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. ln the event that (i) a Person who acquires beneficial ownership of 20% or more of the Company's Common Stock, (ii) the Company is or was the surviving corporation in a merger with an Acquiring Person or an any Affiliate or Associate and the Common Stock is not changed or exchanged, (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the Shareholder Rights Agreement, or (iv) an event occurs which results in an Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), proper provision will be made so that each holder of a Right will thereafter have the right to receive upon exercise thereof at the then current exercise price, that number of shares of Common Stock (or in certain circumstances, cash, property, or other securities of the Company) having a market value of two times such exercise price. However, the Rights are not exercisable following the occurrence of any of the events set forth above until such time as the Rights are no longer redeemable as set forth below. Notwithstanding any of the foregoing, rights that are or were beneficially owned by an Acquiring Person shall become null and void. In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right. At any time after any person becomes an Acquiring Person and prior to such the time such Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights which have become void), in whole or in part, at the exchange rate of one share of Common Stock per Right, subject to adjustment as such terms are defined provided in the Rights Agreement. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidence of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment, in cash will be made based on the fair market value of the Common Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the close of business on the tenth day after the Share Acquisition Date or the final expiration Date of the Rights (whichever is earlier); provided that under certain circumstances, the Rights may not be redeemed unless there are Disinterested Directors in office and (2) after due inquiry and to such redemption is approved by a majority of such Disinterested Directors. After the best knowledge redemption period has expired, the Company's right of redemption may be reinstated upon the approval of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became Board of Directors if an Acquiring Person reduces his beneficial ownership to 15% or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm less of the New York outstanding shares of Common Stock Exchangein transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.)

FORM OF ELECTION TO PURCHASE. (To be executed by the registered holder if such holder desires to exercise Rights represented by the Rights Certificate.) ToTo Manatron, Inc.: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights Preferred Stock (or such other securities of the Company or of any other person which that may be issuable upon the exercise of the Rights) issuable upon the exercise of such Rights and requests that the certificates for such shares of Common Stock (or other securities) constituting such Units be issued in the name of and delivered toof: Please insert social security or other taxpayer identification tax identifying number:________________________ ________: _______________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of rights Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such remaining Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification tax identifying number:________________________ ________: _______________________________________________________________________ (Please print name and address) _______________________________________________________________________ Dated: ___________________ ____________________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate ___ are ___ are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it ___ did ________________ did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _______________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures NOTICE The signature to the foregoing Election to Purchase and Certificate must be guaranteed by a commercial bank or trust company or a member firm correspond to the name as written upon the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE SERIES A PREFERRED STOCK On March 27, 1997, the Board of Directors of Manatron, Inc. (the "Company") approved a Series A Preferred Stock Purchase Rights Plan. Under the plan, one Series A Preferred Stock Purchase Right will attach to each share of common stock, no par value (the "Common Stock"), of the Company outstanding on behalf June 16, 1997. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a Person share of Series A Preferred Stock, no par value (the "Preferred Stock"), at a price of $20 per share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"). The Rights will be represented by certificates for Common Stock and will not be exercisable or transferable apart from the Common Stock until the earlier of (a) the tenth day after a public announcement that (i) a person or group of affiliated persons who is did not beneficially own 15% or was more of the outstanding shares of Common Stock on June 16, 1997, or any affiliates or associates of such person, acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock, or (ii) that a person or affiliated group of persons who beneficially owned 15% or more of the outstanding shares of Common Stock on June 16, 1997, or any affiliates or associates of such person, acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (such person described in (i) or (ii), above, being referred to as an "Acquiring Person" and the date upon which such person becomes an Acquiring Person being referred to as the "Stock Acquisition Date"), or (b) the tenth day after the commencement or announcement of an Affiliate intention to commence a tender or Associate exchange offer, the consummation of any such Person (as such terms are defined which would result in the Rights Agreement); and (2) after due inquiry and to the best knowledge beneficial ownership by a person of 30% or more of the undersignedoutstanding shares of Common Stock (the earlier of such dates in (a) or (b), it / / did / / did not acquire above, being called the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange"Distribution Date").)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.Be Executed Upon Exercise Of Warrant) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise _____the right, represented by this Warrant Certificate, to receive __________ Rights represented by this Rights Certificate to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the certificates for shares of Common Stock (or other securities) constituting and herewith tenders payment for such Units be issued shares to the order of the Company in the name amount of and delivered to: Please insert social security or other taxpayer identification number:________________$________ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Warrant Agreement in which case the holder shall tender Warrants having a fair market value (as provided in the Warrant Agreement) equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate for such shares be registered in the name of ______________________________, whose address is ______________________________ and that such shares be delivered to _________________________ whose address is ______________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ___________________ (Please print name and address) , whose address is ____________________, and that such Warrant Certificate be delivered to ______________, whose address is ____________________. Date: _____________, ____ ----------------------------------------- (Signature) ----------------------------------------- (Signature Guaranteed) SCHEDULE A SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be _______________. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: Total Number of Warrants Decrease in Increase in Evidenced by Number of Number of this Warrants Warrants Global Warrant Notation Made Date of Evidenced by Evidenced by Following such by or on Decrease/ this Global this Global Decrease/ Behalf of Increase Warrant Warrant Increase Warrant Agent --------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Globe Holdings, Inc. 000 Xxxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxxxx X. Xxxxx Norwest Bank Minnesota, National Association Norwest Center Sixth and Marquette Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Corporate Trust Services Re: Warrants to Purchase Shares of Common Stock ----------------------------------------------------------------- (CUSIP __________) Reference is hereby made to the Warrant Agreement, dated as of August 6, 1998 (the "Warrant Agreement"), between Globe Holdings, Inc., as issuer (the "Company"), and Norwest Bank Minnesota, National Association, as Warrant Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement. _______________, (the "Transferor") owns and proposes to transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in the amount of ________________ If in such number of rights shall not be all Warrant[s] or interests (the Rights evidenced by this Rights Certificate"Transfer"), a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________to ________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________the "Transferee"), 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of as further specified in Annex A hereto. In connection with the New York Stock Exchange.) 52 Certificate The undersigned Transfer, the Transferor hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)[CHECK ALL THAT APPLY]

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Warrant Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHAIMS Worldwide, INC. The Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of AIMS Worldwide, Inc. and encloses one warrant and $_________ for each Warrant Share being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and Warrant. The undersigned requests that the certificates for the shares of Common Stock (or other securities) constituting such Units issuable upon this exercise be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:__________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of Common Stock issuable upon this exercise shall not be all of the Rights shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) Dated:: _________________, 19________ Name of Warrant Holder: (Print) _____________________________________ (By:) _____________________________________ (Name:) _____________________________________ (Title:) _____________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of Warrant Holder as specified on the face of the New York Stock Exchange.) 52 Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: , 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)Warrant

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires by the Warrant Holder to exercise Rights represented by the Rights Certificate.right to purchase shares of Common Stock under the foregoing Warrant) To: SERV-TECHAIMS Worldwide, INC. The Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of AIMS Worldwide, Inc. and encloses one warrant and $_________ for each Warrant Share being purchased or an aggregate of $________________ Rights represented in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by this Rights Certificate the undersigned pursuant to purchase the Units issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and Warrant. The undersigned requests that the certificates for the shares of Common Stock (or other securities) constituting such Units issuable upon this exercise be issued in the name of and delivered toof: Please insert social security or other taxpayer identification number:­­­­­­­­­­­­­­­__________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) _______________________________________________________________________________ (Please insert Social Security or Tax Identification Number) If such the number of rights shares of Common Stock issuable upon this exercise shall not be all of the Rights shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall hereby be registered issued in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) Dated:: _________________, 19______ Name of Warrant Holder: (Print) ______________________________________ (By:) ______________________________________ (Name:) ______________________________________ (Title:) ______________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm conform in all respects to name of Warrant Holder as specified on the face of the New York Stock ExchangeWarrant (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) 52 FOR VALUE RECEIVED hereby sells, assigns and transfers unto __________________________________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and hereby irrevocably constitutes and appoints _______________________________ Attorney, to transfer the within Warrant Certificate The undersigned hereby certifies by checking on the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge books of the undersignedwithin-named Company, it / / did / / did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate with full power of any such Personsubstitution. Dated: , 19 ---------------- --- ---------------------------------- Signature: ___________________________________ (Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm confirm in all respects to name of holder as specified on the face of the Warrant Certificate.) (Insert Social Security or Other Identifying Number of Assignee). AIMS Worldwide, Inc., a company organized and existing under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, Lerota LLC, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company 825,000 shares (the “Warrant Shares”) of common stock, $0.001 par value (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at a price of $0.01 per Warrant Share (as adjusted from time to time as provided in Section 7, per Warrant Share (the “Exercise Price”), at any time and from time to time from and after July 19, 2007 (the “Issuance Date”) and through and including 5:00 p.m. New York Stock Exchange.City time on the Expiration Date (or 18 months of effectiveness of a Registration Statement subsequent to the issuance herein (such 18 months to be extended by one month for each month or portion of a month during which a Registration Statement’s effectiveness has lapsed or been suspended), whichever is longer) (the “Warrant Expiration Date”), and subject to the following terms and conditions: